TheCorporateCounsel.net

There have been enough articles, blogs & memos written about best practices in keeping board minutes to fill an entire Practice Area here on TheCorporateCounsel.net, but that doesn’t mean there isn’t room for more. In that regard, this recent series of blogs by Perkins Coie’s Erin Gordon covering best practices before, during and after a board or committee meeting is a worthy addition.  This excerpt comes from her second blog, which addresses minute practices during the meeting itself:

Use a clear and concise drafting style that generically reflects the topics addressed and acted upon, and the extent of discussion undertaken. Include defined terms as necessary; minutes should be able to stand on their own.

For more significant decisions or discussions, more detail may be appropriate, but minutes should never be akin to a transcript of the conversation. For executive sessions, even if extended in time, only a high-level overview of the topics for discussion is typically appropriate. If any resolutions are adopted during executive session, use the recitals included in the resolutions to reflect any important considerations or information relied on.

– John Jenkins