Any Board Secretaries? Question about Minutes.

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The volunteer board that I am secretary for is very informal. This is my first time in a secretary position and I don't know a whole lot about keeping the official minutes.

I know that technically they are really only supposed to be a record of basic facts and the actual decisions made by the board. But we have a lot of discussion and end up referring back to what was discussed previously quite a bit so I usually include much more than the basics, but try to keep it to only the highlights.

While our Meetings are open to our members and our Minutes are available to them, the reality is that no one ever comes or asks for the Minutes. However we would like to start posting the minutes for everyone to see if they want. So my question is what I do about sensitive information that we discuss? We often have to discuss personal information about members and have a vote based on that information. We are a close knit community and even if I leave names out of the report many will be able to figure out who is being discussed. And we also sometimes have to discuss disciplinary actions against members and occasionally employment issues.

I know that the School Board goes into "Closed Session" for these types of discussions so there is nothing in the official meeting minutes about it, but we need a record of what we discussed and the decisions we made. In the few years I have been on the board we have often looked back to see the decisions we made before.

So do I make 2 copies of the minutes? One for the board with the private information included and one to post publicly for the membership? That feels like it is being dishonest but I really hate to make any private information public.
 
In Vermont we have state laws that govern minutes for public entities such as school boards and government commissions. Nonprofits and private companies are usually exempt unless there is something in their bylaws. From personal experience, the less discussion that gets included, the better. I took minutes for one board where all they wanted in the minutes was the date, time, location, participants, motions, and the result of the votes.

Our laws also state when and how minutes are made available to the public.
 
When you are discussing personal information you can be very general. I know our school board meeting reports usually read, vote 5-1 in favor of student expulsion and that is all they say about it. I don't know what personal information you would have on the board but you can always just keep it very basic. I would also look online for other non-profits in your area and see what they have for minutes.
 
are you an incorporated board? if so, you need to look at your state's laws on corporations (and look to the specific type such as non profit if that's the case) to see what can be discussed in closed session and can therefore be exempt from full disclosure in the minutes (in some states the closed session information can be less detailed in the official minutes).

now-if you are talking a home owners association you also need to look to any hoa laws in your state which may govern you and speak to closed sessions, and if your group is an incorporated hoa determine which set of laws is more restrictive pertaining to minutes and then stick to that. and take care to realize that while some hoa laws are written such that your by-laws can override some laws, in corporation law you might not have the same legal standing.

remember-a school board (unless it's a private school) is a public entity and is subject to a whole different set of laws and procedures than a private organization. also, remember that while there may currently be noone asking for the minutes, they are considered a legal record and should be maintained as such esp. since as secretary and a board member you have legal liability.


i say this as the hoa i belong to is being sued by a member, and prominantly named in the suit is the secretary whose minutes are being questioned.
 

Not incorporated. Just a private group. Our bylaws are really basic and don't cover a whole lot. We really don't worry a whole lot about being to formal. Like I said, we end up doing a whole lot of "What did we talk about last time?", "How did we deal with this last time?", "Did we talk about this before?" The discussion is often more important than the actual decision when we look back.

I know that our minutes should be available to the membership so I am taking it upon myself to start posting them. We have also never had a budget available to the membership and the treasurer is working on putting that together to be posted also.
 
Not incorporated. Just a private group. Our bylaws are really basic and don't cover a whole lot. We really don't worry a whole lot about being to formal. Like I said, we end up doing a whole lot of "What did we talk about last time?", "How did we deal with this last time?", "Did we talk about this before?" The discussion is often more important than the actual decision when we look back.

I know that our minutes should be available to the membership so I am taking it upon myself to start posting them. We have also never had a budget available to the membership and the treasurer is working on putting that together to be posted also.

Before you post your minutes, they should be read and approved by the board. "Approval of previous meeting's minutes" is an agenda item on most board/committee meetings I've been to. That gives the group a chance to check whether there's TMI in there as well as whether the group's memory is the same as the secretary's interpretation of what went on in the meeting.

As a frequent minute-taking secretary ( I jump to volunteer for that because it's a job I know how to do, and it means I don't have to participate so actively in the discussion once people start pounding the table with their fists and shaking their fingers in each other's face, lol), I can tell you: the passive voice is your best friend for letting the membership know what went on without dishing too much about who said what to whom.


NOT like this:
Jinny suggested buying a used computer from her brother Joe with the group's funds because we need a computer. Alice agreed that we need a computer but says that Jinny's brother's computer is too expensive.

Like this instead:
It was suggested that the group needs a computer. Options were discussed, including a proposal to buy a used computer for $$. No agreement was reached about this possible use of our funds.

I know, boring boring boring writing. With public minutes, boring is better... that way only the people who really care about the issues will plow through them, not the drama-seekers and troublemakers! :thumbsup2
 
High School Booster club secretary for 4 years & youth baseball for 6 - I'm now retired:lmao:

Get to know the use of: it was suggested/proposed/mentioned or discussed.

As for publishing, the board should make a decision on that - we never published but they were always available for review and were made available to the board members to "accept" at the next meeting.

I kept a spiral notebook with my notes and then would prepare the minutes as soon after the meeting as possible so that the discussion was fresh in my mind. In my master binder I kept my notes with the compiled minutes - these were not open for review to anyone other than board members, they were never even discussed. I am not sure if anyone other than our President even knew I kept all the notes but our State Commissioner recommended it to all the baseball boards so it was a habit I got into.

IMO it is best to never use names (except when noting who made a motion, who was the second etc) unless the name is of major importance or relevance.
 
are you an incorporated board? if so, you need to look at your state's laws on corporations (and look to the specific type such as non profit if that's the case) to see what can be discussed in closed session and can therefore be exempt from full disclosure in the minutes (in some states the closed session information can be less detailed in the official minutes).

now-if you are talking a home owners association you also need to look to any hoa laws in your state which may govern you and speak to closed sessions, and if your group is an incorporated hoa determine which set of laws is more restrictive pertaining to minutes and then stick to that. and take care to realize that while some hoa laws are written such that your by-laws can override some laws, in corporation law you might not have the same legal standing.

remember-a school board (unless it's a private school) is a public entity and is subject to a whole different set of laws and procedures than a private organization. also, remember that while there may currently be noone asking for the minutes, they are considered a legal record and should be maintained as such esp. since as secretary and a board member you have legal liability.


i say this as the hoa i belong to is being sued by a member, and prominantly named in the suit is the secretary whose minutes are being questioned.

What is the complaint?? Some people need a hobby :lmao:.
 


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