Avoid the High Cost of Perfunctory Minutes
Many of us have security systems installed in our home or in our car. We also carry insurance. We hope these systems are never needed and for many people, they never are. But as with individuals, life brings surprises, conflicts, lawsuits, bankruptcies to companies. At those times the Minutes become the board’s greatest alley or worst enemy. So when the Secretary commences to take the Minutes they should have in mind the board ten years from now. Here are a few simple reminders to help along the way:
- The Secretary is the legal voice of the organization. We serve as the gatekeeper of all the board’s actions and decisions. A great Secretary will have a bit of guard dog in them, watching out for and looking ahead, protectively. They don’t need to be trained in law, they just need to know that at some point, what they write will be important to succession, transition, satisfying government requirements or defending against attack.
- The Secretary should not allow nor tolerate board members giving the Minutes a casual perusing just prior to the meeting despite any pressure to the contrary.
I was part of a board once that made that mistake. It was a mere clerical error, easily noticed by any of ten pairs of eyes, had we taken the time to really read the minutes with the question “Is that really what we said, is that really what we meant”? The error was a number that was so egregious that most of us would have reacted immediately. But we were in a hurry so we quickly processed those Minutes and moved on to the “important” business of the agenda. Several years later a conflict arose involving what we were sure was a ridiculous claim. We had longstanding written policy that proscribed what the claimant was demanding. We were confident in our position and stood our ground. In court, the opposition produced our own Minutes containing the clerical error, and even though we were on moral high ground the Judge enforced the law which says that the Minutes are the legal voice of the organization. It cost us hundreds of thousands of dollars – a very expensive lesson. Looking back, none of us could believe that we had let such a glaring mistake get past us.
I currently serve on a board as Secretary. I’m determined that ten years from now, when new leadership wants to understand how we came to be a certain way, it will be clear in the Minutes.
By Dr. Randal Dick , OneAccord Nonprofit Principal
Dr. Randal Dick will teach a session on board leadership during a Christian Nonprofit Leadership Academy course entitled “CCNL Leadership” for The Outcomes Conference, CLA Dallas 2016, April 19–21, 2016. OutcomesConference.org