Board Handbook: Meeting Procedure & Reports

Requirements

• The template must be used for both the draft minutes and the final, approved minutes. It can be used for the agenda but doesn't have to be.
• All files for a specific meeting must be saved with a filename that begins with the meeting date in the format YYYY-MM-DD followed by a clear description of the content. Examples:
  • 2020-05-16 Agenda.docx
  • 2020-05-16 Draft Minutes.docx
  • 2020-05-16 Final Minutes.docx
  This keeps the documents sorted in chronological order.

About computer sorting (long)

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The Bottom Line
To ensure that documents that are tied to dates are always sorted in correct order, start the filenames with the date in the format YYYY-MM-DD.
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Here's Why
When a computer sorts the contents of a folder, as expected it sorts on the first character of the filename, then the second, third, etc. Initial spaces and punctuation are put before numbers which are put before letters.
If the first character is the name of the month, then April will be the first month and September, not December, will be the last. So we use numerals for months to keep them sorted correctly.
But if only one numeral is used for January through September (1-9), some computer systems will sort the months like this: 1, 10, 11, 12, 2, 3, 4, 5, 6, 7, 8, 9. To ensure correct sorting it's best to use two digits for the month: 01, 02, etc.
If the filename starts with the number of the month, such as 07-2019 minutes.docx, then 01 will be first and 12 last. That's great if all documents are in the same calendar year, but that's rarely the case in HATDS folders. Since we start our fiscal, board, and membership terms in one year and end them in the next, it's best to start the filename with the year to keep them in date order.
For example: in the 2015-16 folder, 7-11-2015 comes after 01-09-2016, 03-26-2016, and 4-23-2016 when chronologically it comes before.
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• Save word processing documents in .docx format and spreadsheets in .xlsx format, although the Open Document formats (.odt/.ods) also work.

  For much more on this subject, including why we don't use Google Docs, visit the File Formats page .

• The recording secretary must type their name (no initials) where indicated at the end of the minutes.

Procedure

1. Using the previous meeting's minutes and the Topics for Discussion document, the president creates the agenda.
   • The agenda can be created using the meeting template, in which case the word Agenda in the first line should be bolded or italized. Or a blank word processing or plain text document can be used.
   • In either case, the president saves the agenda in the Dropbox year folder as YYYY-MM-DD Agenda (the filename format is important!) and emails the agenda to the board members, asking for input.
2. The secretary takes notes however they wish—on paper, on a copy of the agenda sent by the president, in a blank word processing document, or in a copy of the template.

It is suggested that a new secretary read this blog post from attorneys working with non-profits and this post from a CPA firm.

How much detail to record?

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The minutes should …include enough information … so that they can be offered as evidence that an action was properly taken and that directors fulfilled their fiduciary duties and describe the basis for any decisions. From this post. 
HATDS board meetings rarely follow strict rules of order and board decisions are often unanimous, yet enough detail should be recorded in each discussion section to show that the board actually discussed a topic, considered alternatives, etc. A bulleted list of nothing but conclusions and action items is not acceptable.
Look at the minutes from recent years for examples.
Often overlooked: if a director joins the meeting after it has begun or leaves before it is adjourned, or is not present when an important vote is taken, those facts must be recorded.
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3. As soon as possible after the meeting (ideally 2-3 days, no more than 7 days), the secretary
   • types the draft minutes into the template,
   • bolds or italicizes the word Draft at the top, or types it in if the president has deleted it,
   • saves the minutes as YYYY-MM-DD Draft Minutes in Dropbox (required), and
   • emails the board members for comments and corrections, including the draft minutes as an attachment. Attaching the draft is a courtesy for those who don't have the Dropbox app installed.
4. All board members read the draft minutes and send comments to the secretary as soon as possible while memories are still fresh, ideally within two or three days of receiving the draft.
5. After receiving feedback from the directors, the secretary makes any needed changes to the minutes and either sends the corrected copy to the board members or just a note stating that corrections have been made.
6. The minutes must be formally approved by a majority of the members present at the meeting. It is strongly recommended that approval be done via email to keep to the reporting schedule required in the bylaws (below). When approved via email, a note to that effect should be made in the minutes of the next meeting.
7. After approval, the secretary puts Final at the top of the document and changes the file name to YYYY-MM-DD Final Minutes.
8. The secretary exports the final minutes to PDF and lets the board, especially the communications coordinator, know that the PDF is ready for distribution.
9. Ideally the process from draft minutes to final PDF occurs within two weeks of the meeting, absolutely no more than three weeks.
10. The agenda and draft minutes can be deleted from Dropbox once the final minutes have been approved.