Minutes and Daze

In the course of my work in many countries I get a lot of questions, but one that overlaps all the borders I cross is this one. If you are asking the same one, I hope this answer will help.

You Asked: Our Executive Director’s Administrative Assistant recently took over the role of taking board minutes from her predecessor, but she doesn’t have the same gifts for accuracy. Before, we could always assume that the motions were recorded accurately, but now I get the minutes and find they aren’t the same as I thought the decision was that we made. How should we handle this?

Answer: A sharp Administrative Assistant or Personal Assistant is a marvel to behold. Sounds like your CEO and board just lost one. But regardless of how gifted any minute-taker may be, that is no reason to assume that the motions can go unread before the vote is taken and still be accurate.

Many decisions are complex. Boards do all kinds of things to change wordings as a result of discussion before the final vote is taken. Even a very accurate recorder is likely to miss the sequence or the meaning or the wording used in formulating the motion.

My first reaction to the problem you describe is that all motions should be read aloud before a vote is taken. In this way, board members all have the same information about the exact motion they are deciding. No assumptions are made and no one has to try to remember the sequence of the discussion.

But there is a more significant problem underlying the one you describe. Too often boards make decisions that shouldn’t even be made by formulating a motion during or after some discussion on a given subject. The issue may be complex and far-reaching and deserves a far more thorough process.

There are six main types of decisions that are made in the boardroom. The first four reflect the four main duties of a governing board using the Relationship ModelTM. Here is how I would categorize them.

1. Policy decisions regarding the design of the structure and process of the board’s work of governance.

2. Strategic policy decisions that answer the basic question, “What services shall we offer to which people in which places and in what over of priority?” These decisions are entrenched in the Strategic Plan.

3. Policy decisions regarding the delegations of authority and responsibility to the CEO, including the limitation of the CEO’s authority and the strategic goals that have been negotiated between the board and the CEO.

4. Decisions regarding the monitoring and measuring processes of the board.

The other two are management decisions that even governing boards must make from time to time (and which are very common for boards who are still involved in management).

5. Management decisions in matters that exceed the authority of the CEO.

6. Minor management decisions regarding board matters, e.g., “What time should the Directors’ dinner begin?”

The first five categories require extensive work before any board meeting at which a decision is going to be made. The members of the board would have already received printed information and studied it. Changes in the documents or policies may result from discussion. These changes should be reviewed and clarified before the vote is taken. None of these important issues should ever be created on the spot. This is a common weakness of many boards. That’s why policies end up being scattered through past minutes, recorded inaccurately and soon forgotten.

Only the last category could endure recording by a minute-taker who does not then read back the motion on the table. Buy why be informal in any matter?

The minutes, not the later recollections of any board member, are the only official record of board action. Nothing should be left uncertain, unread or unclear. Read every motion back aloud before the vote is taken. Better to have clear minutes than be in a daze.

Les Stahlke, President/CEO
GovernanceMatters.com Inc.