Meeting minutes preserve actions taken during a church meeting for future reference. However, in many churches, the duty to record the minutes becomes the responsibility of an individual with little or no training in recording meeting minutes.
This often means the minutes will be insufficient, or worse, damaging to the church. A worst-case scenario exists where meeting minutes are not kept, therefore jeopardizing the ability of a church to document and demonstrate its actions.
Anyone with a role that involves capturing minutes from a church business or committee meeting should receive basic information on how to record and preserve meeting minutes.
The overall goal is to create a self-contained document to provide evidence of actions taken at a properly publicized, called, and run meeting. Minutes should show the meeting was properly called and noticed, that a quorum existed at the meeting, and that all decisions were approved by the required number of votes by qualified voters attending the meeting, in person, or, if permitted, by proxy. The meeting minutes should accurately report all decisions that occurred during the meeting.
These rules apply to member meetings, meetings of the board of directors (sometimes called a board of elders, a vestry, a session, or a church council), and all committee meetings.
To accomplish this, churches should establish procedures to assist the volunteers and staff members who oversee this vital governance function. These procedures should include guidance in the following areas:
Every state’s nonprofit corporate statute requires a nonprofit corporation to have a corporate secretary. While the statute allows churches to substitute a different name, the duties of the office of secretary in a church must equal or exceed the duties contained in the statute. In some churches, the office is called “Church Clerk,” or something similar. In addition, a church’s bylaws may add additional duties and/or provide details about how the secretary is to perform his/her duties.
The corporate secretary must record and keep minutes from all corporate meetings. The bylaws also usually require the corporate secretary to record minutes from board and committee meetings. In some cases, an assistant secretary may be appointed to assist with these duties, or each committee is authorized to appoint its own secretary. In any instance, it is important for a church to determine if each of its governing bodies has a properly appointed person to be responsible for the minutes of its meetings.
Training should focus on the information the minutes must contain. The minutes should demonstrate everything that would be necessary to prove that the decisions were made at a properly called and noticed meeting, along with the actions taken. To assist in this education, the church may wish to have its secretary(ies) receive training from the church’s legal counsel.
At a minimum, the minutes should contain:
- Date, time, and place of the meeting
- Who called the meeting
- A copy of the notice given to the meeting participants
- A description of those entitled to vote at the meeting
- The names of all who attended (both members and guests)
- The secretary’s affirmation that a quorum exists, including the number of voters present (in person or by proxy, if permitted) at the meeting and the total number of voters entitled to vote
- The presiding officer’s call to order
- Approval of the last meeting minutes (as modified, if necessary)
- The exact resolutions presented, plus any amendments
- The name of the member introducing the resolution and any second provided to the resolution
- The exact vote on each resolution that was considered (as modified, if applicable)
- The names of all nominees for elected offices
- The exact vote in each election for office
- A copy of any written reports that were received at the meeting
- If an oral report was received without a written report, a brief summary of the oral report
- Adjournment, including time adjourned and/or time for reconvening the meeting
Many times minutes contain unnecessary information that may be harmful to the church. The minutes should not contain any discussions between members regarding matters placed before them or any details about the deliberative process that preceded decisions. The minutes should not include the contents of executive sessions, but the minutes should reflect that the members went in and out of executive session. No decisions should be made while in executive session. Executive sessions should be used for discussion about personnel, legal issues, and potential liability issues.
The minutes should not contain any discussions with attorneys, certified public accountants, and insurance adjusters that may be privileged. However, minutes should include decisions made as a result of discussions with attorneys, CPAs, and adjusters.
Securing the minutes
Taking sufficient minutes won’t protect the church if the minutes are not secured. It is not uncommon for minutes to be maintained by individuals and then kept by those individuals off church property. Since minutes are considered permanent documents, the church must establish how the minutes are submitted to the church so they can be secured with other permanent records of the church. If minutes are kept by individuals, then they risk being lost or inadvertently destroyed.
Minutes matter
Minutes matter. They are a record of the church’s history, and often play an important role in future events. Care should be taken to maintain accurate minutes of every meeting of your church.
