Board meeting minutes: how to write them
In short
Board meeting minutes are the formal record of a board meeting. They show who attended, what the board discussed, what it decided and who does what next. Good minutes record each decision in full and summarise the discussion behind it, without trying to capture every word.
Who approves and signs the minutes, and how long you keep them, depends on the country, the legal form and the governing document. In the UK the chair usually signs once the board has approved the draft.
The meeting is over, the decisions are made and someone has to write them down. The minutes are what’s left of the meeting once everyone has gone home. Board members, auditors and future chairs will rely on them. This guide covers what to include, how much detail to record and how the minutes get from draft to signed record. If you’d rather start from a document, use our board meeting minutes template.
What are board meeting minutes for?
The minutes are the board’s memory. They show what the board decided, on what basis and who was responsible for following up. That record does four jobs.
- It records the decision. When a bank, a buyer or a regulator asks whether the board approved something, the minutes are the board’s primary record. In a UK company, minutes recorded under section 248 of the Companies Act 2006 and authenticated as section 249 requires are evidence of what happened.
- It shows how the board decided. Minutes that record the information the board had and the risks it weighed show that the decision was considered, not waved through.
- It keeps the follow-up visible. An action written down with an owner and a due date is easier to track than one that was only mentioned in the meeting.
- It preserves the board’s history. New board members, auditors and the next chair can read why things are the way they are.
Minutes nobody can find do none of this. When minutes go missing, the gap fills with what we call board debt, and there’s a guide to measuring and paying it down.
What to include in board meeting minutes
Follow the agenda, and if you need a starting point, use our board meeting agenda template. When the minutes use the same items in the same order, they’re quicker to write and easier to read later. A complete set of minutes has five parts.
- Meeting details. Organisation name, date, time and place, and who chaired and who took the minutes.
- Attendance. Board members present, others in attendance and the items each was present for, and apologies. Note anyone who joined late or left early.
- Procedural items. Confirmation that the meeting was quorate, declarations of interest and how they were handled, approval of the previous minutes and progress on open actions.
- The items. For each one, a short background, the main points of the discussion and the decision in full. If the board voted, record the result. List the actions that follow, with an owner and a due date.
- Close. Any other business, the date of the next meeting and the time the meeting closed.
The checklist further down sums it up, and the template has the same structure ready to fill in.
How much detail to record
Give the exact wording of formal resolutions, and state every other decision so it can’t be misread. “The board resolved to appoint X as finance director from 1 March on the terms set out in the board pack” is a decision. “The board discussed the finance director role” isn’t.
Summarise the discussion, don’t transcribe it. Record the main points, the options the board considered, the risks it weighed and the information it relied on. Years later, that record shows what the board considered before it decided.
Don’t attribute routine discussion to individuals. Minutes that name the speaker of every comment make members guarded in the meeting and add little to the record. Name people where the record needs it: a declared interest, someone leaving the room for an item, an abstention, or a member who asks for their dissent to be recorded.
Keep the tone neutral. Write in the past tense and the third person, and leave out adjectives such as “heated” or “excellent”.
Who takes the minutes
In a UK company with a company secretary, that’s usually their job. Otherwise it falls to a board member, often called the secretary in a charity, or to a board administrator. Where possible, the chair shouldn’t take the minutes while chairing. Running the meeting and recording it are two jobs, and doing both means one of them suffers.
From draft to signed minutes
- Draft. Write the draft within a few days, while the meeting is fresh.
- Check with the chair. The chair usually reads the draft first and corrects anything that’s wrong or unclear.
- Circulate. Send the draft to the board in line with your procedure. For charities in England and Wales, Charity Commission guidance says to send it to every trustee as soon as possible after the meeting.
- Approve. Approve the minutes as a correct record in the way your governing document allows.
- Sign. The person your rules name signs, usually the chair. Some organisations also need the secretary’s signature.
- File. Keep the signed minutes with the board’s records, in order, where the next chair can find them.
Approval at the next meeting is the most common practice in the UK. A board can approve the minutes sooner if its governing document allows it. Articles based on the UK Model Articles, for example, allow a unanimous decision between meetings. If the draft waits six weeks for the next meeting, the board’s written record of its decisions stays provisional for those six weeks.
Don’t rewrite minutes that are already signed. If you find an error, correct it openly, for example by recording the correction in the next set of minutes.
The legal requirements, by country
Each country’s law and the organisation’s legal form set the duty to keep minutes. Check the rules that apply to you.
- United Kingdom. Under the Companies Act 2006 a company must record minutes of all board meetings and keep them for at least ten years (section 248). Minutes authenticated by the chair of that meeting or of the next board meeting are evidence of what happened (section 249).
- United States. The Model Business Corporation Act is the American Bar Association’s model statute, and many states base their company law on it. Under its current text, a corporation must keep minutes of board meetings (§ 16.01). The bylaws or the board must make one officer responsible for keeping and authenticating those records (§ 8.40). Other states have their own rules.
- Canada. A federal corporation must keep minutes of directors’ meetings under the Canada Business Corporations Act (section 20). Provincial corporations follow their own act.
- Charities and other nonprofits. It depends on where you are, what kind of organisation you are and what your governing document says. A UK charitable company follows the Companies Act; other forms follow their own regulations and constitution.
This is general guidance, not legal advice.
How Hippoly helps
In Hippoly you write the minutes straight from the agenda, from a blank page or from a previous meeting’s minutes. On the Pro plan and above, hi, Hippoly’s AI assistant, can turn rough notes into a formal section. If you want a review step, the meeting participants you appoint read and comment on the draft in Hippoly. Once they’re approved, you send the minutes for e-signing, see who has signed and remind anyone who hasn’t. Hippoly files the signed PDF in the meeting folder automatically.
From the meeting page you record the follow-up as actions, with an owner and a due date if you give them one. Book a demo to see it, or read more about what a board portal does.
Checklist: what to include in board minutes
- Organisation name, date, time and place.
- Who was present, who was in attendance and who sent apologies.
- Confirmation that the meeting was quorate.
- Declarations of interest and how the board handled them.
- Approval of the previous minutes and progress on open actions.
- Each decision in full, with the main reasons and the result of any vote.
- The actions that follow, with an owner and a due date.
- Any dissent a member asked to have recorded.
- The date of the next meeting.
- Any approval or signature that the law, your governing document or your procedure requires.