Recent columns here have looked at the implications of a number of prominent, contemporary court cases dealing with issues affecting charities and non-profits. These rulings are important for people to know about so that they can broadly understand how the law is developing and could affect what they do. However, the fact is that daily life in most organizations is focused on the mundane tasks of having meetings, making decisions, and getting on with doing the multitude of tasks which when woven together constitute the carrying out of the organization's mission.

While these newsworthy cases have much to say about the general direction of the law of volunteer organizations, they say little about the legal nature of their meetings, decisions, and mission. There are no high profile cases dealing with these issues in the context of non-profits and charities. But there is a wealth of rulings by various courts in general corporate law which do provide a reasonably clear picture of what should be done on these topics, particularly meetings. Keeping these general principles in mind goes a long way to providing ready assistance to organizations and the people who work with them who "take the odd meeting".

One of the better written resources in this area begins by observing that whenever people get together for common purpose, their interaction is based on communication, development of relationships, and mutual understanding (King M. K. and Kerr H.W. Procedures for Meetings and Organizations. 3rd ed. 1996). Minutes can make an important contribution to furthering each of these three foundations.

But additionally, minutes have a formal, legal purpose - to be the official record of a meeting, to specify what was done and what was decided. The word minute comes from a Latin word which means short or brief, the implication being that minutes are a brief record, not a detailed description of everything that occurred. When you prepare minutes, it is useful to adopt the perspective of looking back, imagining that you are some weeks or even years down the road reading what you are about to write. What will you want to know? Perhaps as important at what you are looking for is what you won't want to have to read.

When making your review, I suspect you will want to know one of two things: information the meeting received or decisions which the meeting took. The first kind of minute indicates what happened and the second records a resolution of what was decided. Most minutes of a meeting are a combination of the two types. An example of what happened is the narrative minute which states: the financial statements for the previous six months were received from the Treasurer and a report given. The financial statements received are attached as Schedule I to these Minutes. On the other hand, minutes of resolutions can take a number of forms:

1. Moved by Maria and seconded by Kareem THAT:

2. It was duly moved and seconded THAT:

3. It was resolved THAT:

Whether there is a need to provide the names of the mover and second is determined by the bylaws or the rules of order adopted by the meeting. If the bylaws or rules require them then those forms of resolution are correct, otherwise a simple statement of the resolution is correct. The point is the resolution records the decision taken by the meeting, usually after a vote on a motion. Moreover, it is proper where there is consensus on the matter for the decision to be so recorded, usually in the form, it was resolved THAT.

Minutes need to be clear, accurate, brief and objective. The task of the person recording the minutes is to specify in an accurate way what happened at the meeting and what decisions were made. It is not necessary to include exchanges of personal opinion, various interpretations on what things mean or even commentary (lengthy or otherwise) on the debate. Weeks or months from now, the reader will want to know that $10,000 was borrowed at 7.5% from the named bank, that the loan was to be used to build some seating in the arena, that the loan was to repaid in monthly amounts of $1,000 plus interest and that two directors were authorized to sign all the required papers.

It might be useful to know that the Directors discussed borrowing the money from a number of lenders and that they thought that the one finally selected was the best choice. The fact that the discussion took an hour and that everyone had something to say in exquisite detail isn't useful information months (or even minutes) after the fact.

Responsibility for the preparation of the minutes usually rests with the Secretary and should be specified in the bylaws. But what should the minutes contain? Because minutes are the permanent record of the proceedings of the meeting, some care should be taken to adopt a regular form to record necessary items. One point worth examining is whether the quorum to start the meeting is also the quorum necessary to maintain it. Often, late at night, people leave meetings, especially Board of Directors meetings and questions arise whether the fact that a person has left invalidates the meeting by losing the quorum. This is a point that should be known to the Secretary and regularly addressed in the minutes. The following is a checklist of the basic kinds of information items that should be recorded. The order will vary depending on the needs of the organization:

1. the date, time, and place of the meeting;

2. the name of the person in the chair and any changes in the chair;

3. the number of members present and where practical (especially for board meetings) their names;

4. a statement that at the outset of the meeting the quorum was present and a statement, based on fact, that the quorum was maintained throughout the meeting;

5. all rulings made by the chair and the nature and result of any appeals the arise from those rulings;

6. all motions properly moved, including the name of the mover and seconder, if required;

7. the list of all reports and documents introduced during the meeting, with copies of these reports attached to the official copy of the minutes;

8. a summary of significant points raised during the debate of motions, but not verbatim account of speeches;

9. any commitments made by the officers or any other persons present at the meeting;

10. the time of adjournment;

11. the signature of the meeting Secretary.

At common law, minutes are prima facie evidence, even if unsigned. A number of corporate statutes provide their own standards. This important point is recorded in a very old decision from the Chancery Division in England:

"Minutes in the books are to be received, not as conclusive, but as prima facie evidence of resolutions and proceedings Š meetings Š The entry of the minutes in the booksŠ, though in no sense conclusive, Šthrows the burden of proof upon the other side, who may [conclude], contrary to the entry in the minute book, Š that the result of the poll was different from that there recorded." Re Indian Zoedone Company (1884)

The case does not directly say so but implies that any person or group taking a different position from the minutes would have to present their own evidence and overcome the presumption that the minutes are correct. With a little planning and care, minutes can make an important contribution to enhancing communication, developing relationships and the mutual understanding that is so important to making organizations work. And an added benefit, is that you'll likely avoid being the next noteworthy case, the one that does deal with law of the non-profit meeting.

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