What Are Meeting Minutes? A Guide for Board Directors

Meeting minutes are the official written record of what happened at a board meeting. They capture the decisions made, the motions passed, who was present, and what actions were assigned. For many organisations, minutes are also a legal document that can be produced as evidence in court proceedings or regulatory investigations.

Minutes are not a transcript. A common mistake, especially among new minute-takers, is trying to capture everything that was said. The purpose of minutes is to record outcomes, not conversations. A director reading the minutes six months later should be able to understand what the board decided and why, without needing a word-for-word account of the discussion.

What should minutes include

There is no single legally mandated format for board minutes, but governance best practice and legal precedent point to a consistent set of elements that every set of minutes should contain.

Meeting details come first: the name of the organisation, the type of meeting (ordinary board meeting, special meeting, annual general meeting), the date, time, and location (including whether it was held in person, online, or hybrid).

Attendance records who was present, who sent apologies, and who was absent without apology. This matters because decisions are only valid if a quorum was present. If a director left the room during a particular item due to a conflict of interest, that should be noted against the relevant agenda item.

Approval of previous minutes is usually the first substantive item. The board confirms that the minutes of the last meeting are an accurate record, or notes any amendments. This is typically done by a motion and recorded in the minutes.

Agenda items and decisions form the core. For each item on the agenda, the minutes should record the topic discussed, any motion put to the board, who moved and seconded the motion, the outcome of the vote, and any action items arising from the discussion with the name of the person responsible and the deadline.

Conflicts of interest declared during the meeting should be noted, including whether the director left the room during the relevant discussion and vote.

Next meeting date and time, and the time the meeting closed.

What minutes should not include

Minutes should not include detailed accounts of individual directors’ comments or arguments, personal opinions or editorial commentary from the minute-taker, information that was discussed in camera (which should be recorded in separate restricted minutes), or verbatim quotes unless the director specifically requests their dissent be recorded.

Recording too much detail can create legal risk. If the minutes contain lengthy accounts of discussion that are later taken out of context, they can work against the organisation. Keep minutes factual, concise, and focused on decisions and actions.

Who takes the minutes

The company secretary or a designated minute-taker usually takes minutes. In smaller organisations or community groups, this role often falls to a board member. This is not ideal because a director who is taking minutes cannot fully participate in the discussion.

If a director is taking minutes, the chair should check that they are comfortable with the arrangement and offer to pause the discussion when needed so the minute-taker can catch up. Better still, invest in a dedicated minute-taker or use a board portal that streamlines the process.

The approval process

Draft minutes should be prepared as soon as possible after the meeting while the discussion is still fresh. Best practice is to have draft minutes ready within a week.

The draft is then circulated to all directors for review. Directors can suggest corrections to factual errors but should not use the review process to rewrite the minutes or add arguments they wish they had made during the meeting.

At the next board meeting, the minutes are formally approved. Once approved, they become the official record of the meeting. Any changes after approval should be recorded as amendments in the minutes of the meeting where the change was made, not by editing the original document.

Legal requirements

In Australia, the Corporations Act 2001 (s 251A) requires companies to keep minutes of all directors’ meetings and resolutions within one month of the meeting. These must be kept for at least five years. Charities registered with the ACNC must also maintain minutes as part of the Governance Standards. Incorporated associations have similar requirements under state and territory legislation.

In New Zealand, the Companies Act 1993 requires companies to keep minutes of all board proceedings. The Incorporated Societies Act 2022 imposes equivalent obligations on incorporated societies.

In the UK, the Companies Act 2006 requires minutes to be kept for at least ten years. The Charity Commission expects charities to maintain minutes as evidence of proper governance.

Across all jurisdictions, minutes can be subpoenaed in legal proceedings. They are treated as evidence of what the board knew, decided, and authorised at a given point in time. This is why getting them right matters.

Storing and managing minutes

Minutes need to be stored securely, with access controlled so that only authorised people can view or edit them. Email and shared drives are common but create version control problems and make it difficult to restrict access to in-camera minutes.

A board portal like Our Cat Herder keeps all minutes in one secure location, linked to the agenda and board papers for each meeting. Directors can access current and past minutes from any device, and the system maintains a clear audit trail of who accessed what and when.

Common mistakes

Writing a transcript instead of minutes. Minutes should summarise decisions and actions, not record every word spoken.

Delayed drafting. The longer you wait to write up the minutes, the less accurate they will be. Aim for within a week of the meeting.

Not recording conflicts of interest. If a director declared a conflict and left the room, it must be in the minutes. This protects both the director and the board.

No follow-up on action items. Minutes should be a working document. Action items from the minutes should be tracked and reported on at the next meeting.

Editing approved minutes. Once minutes are approved, they should not be changed. If a correction is needed, record it as an amendment in a subsequent meeting’s minutes.

Further Resources: Minutes

Free Minute Taking Health Check

Flying Minutes

It’s not in the Tea Leaves, It’s in the Minutes (Video)

Meeting Minutes, An Essential Guide for Directors

The Importance of Getting Your Agendas and Minutes Right

Streamlining the Work of the Board

The Fundamentals of Good Governance, Post-Hayne

AICD — Board Minutes (Director Tool)

AICD & Governance Institute — Board Minutes and the Use of AI (2025)

IoD NZ — Effective Board Meeting Minutes