Board meeting minutes: how to write them, with a template
By The unfill.io team · · Updated · 6 min read
Short answer
Board meeting minutes are the official record of what a board did: who attended, whether there was a quorum, each motion and its result, and the actions agreed. The secretary writes them, the board approves them at its next meeting, and the secretary signs them. Record actions, not debate.
Jump to the template
Board meeting minutes are the official record of what a board did at a meeting: who attended, whether there was a quorum, each motion and its result, and what the board asked people to do next. They're approved by the board and signed by the secretary. For minutes of any meeting, see how to write meeting minutes.
What are board meeting minutes?
A record of decisions, not conversation. Robert's Rules of Order: "Minutes are a record of what was done at a meeting, not a record of what was said" (Robert's Rules FAQ, question 15). Boards keep open session minutes and shorter, separate executive session minutes.
Who takes minutes at a board meeting?
The board secretary, usually an officer named in the bylaws. Larger organizations often have staff draft them for the secretary to sign.
If you're a volunteer secretary
- Get the agenda and previous minutes before every meeting.
- Know your quorum number, and check it before each vote.
- Ask the chair to restate each motion so you can write it word for word.
- Draft within a few days.
What to include in board meeting minutes, and what to leave out
BoardSource, a nonprofit governance organization, lists the basic elements:
- Organization name; date, time and place; regular or special meeting.
- Directors present, absent and excused; staff and guests.
- Confirmation of quorum.
- Approval of previous minutes, with corrections.
- Each motion, who made it, and the result, plus abstentions and votes against if your board records them.
- Reports by title and presenter, attached.
- Action items with owner and due date.
- Ending time and the secretary's signature.
Leave out: debate, opinions and adjectives ("after a heated discussion"), confidential executive session detail, and side comments.
How to write board meeting minutes, step by step
Before the meeting
- Build the draft from the final agenda, one heading per item.
- Have the director list, the quorum rule and last meeting's minutes ready.
During the meeting
- Record the call-to-order time, attendance and quorum.
- For each motion: exact wording, who moved it, and the result.
- Note late arrivals and early departures with times, since they can affect quorum.
- Unclear motion? "Could you repeat the motion for the minutes?"
After the meeting
- Draft within a few days: past tense, neutral, reports attached.
- Send to the chair to check, then to the board marked "Draft".
- The board approves them at the next meeting; corrections go into the text first.
- The secretary signs, dates and files them.
US nonprofits: Form 990 asks whether every governing-body meeting was contemporaneously documented, defined as "by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting), or (2) 60 days after the date of the meeting" (IRS Instructions for Form 990, Part VI, line 8).
Board meeting minutes template
| Section | What to write |
|---|---|
| Heading | Organization name, regular or special meeting of the Board of Directors, date, time, location, in person, video or hybrid |
| Call to order | Who presided, and the time |
| Attendance and quorum | Directors present (and how each attended), absent and excused; staff and guests; quorum confirmed |
| Previous minutes | Approved as presented, or as corrected |
| Reports | Title and presenter, marked as attached |
| Motions and actions | Exact wording, who moved it, the result; abstentions and votes against if recorded |
| Executive session | Held, start and end time, any action taken |
| Action items | Task, owner, due date |
| Next meeting | Date, time, location |
| Adjournment | Time the meeting ended |
| Signature | Secretary's signature and approval date |
The board approved last month's minutes without a single correction. The secretary is still deciding whether that's a compliment.
Sample board meeting minutes
A short, made-up example for a small nonprofit:
Example Community Food Bank, Inc. Minutes of the regular meeting of the Board of Directors, March 12, at the food bank office and by video.
Call to order. The chair, Maria Lopez, called the meeting to order at 6:02 p.m.
Attendance. In person: Maria Lopez, James Lee, Priya Shah, Tom Ahmed. By video: Ana Silva, David Kim. Excused: Grace Cole. Also present: Sam Park, executive director. A quorum was present.
Previous minutes. The February 12 minutes were approved as corrected.
Budget. James Lee moved to approve next year's operating budget as presented. The motion carried, 5 in favor, 1 opposed (Tom Ahmed), 0 abstentions.
Executive session. 7:10 p.m. to 7:25 p.m. No action was taken.
Action items. Sam Park: send the approved budget to the auditors by March 20.
Next meeting. April 9, 6:00 p.m. Adjournment. 7:31 p.m.
Submitted by James Lee, Secretary.
How to minute an executive session
Executive sessions, held without staff or guests, cover topics such as compensation or legal matters. BoardSource's guidance on executive sessions says to record "the date, time, and place of the meeting; names of those people present; any actions taken; and any abstentions and final decisions from voting, if voting took place." Those minutes go only to attendees, and any vote must also appear in the regular minutes.
Minutes for remote and hybrid board meetings
- How each director attended: in person, by video or by phone. Some bylaws treat these differently for quorum.
- Who was there for each vote. Note drop-offs, and confirm quorum before each vote, by roll call if needed.
- The chat isn't minuted unless a director makes a motion or formally objects there.
Are board meeting minutes public or legally required?
| Type of board | Are the minutes public? | What usually applies |
|---|---|---|
| Government and public bodies | Usually yes | Your state's open meetings and public records laws |
| Nonprofit boards | Not usually; they're internal records | Your state's nonprofit law, your bylaws, and some funders' requirements |
| Private company boards | No | State corporate law and your bylaws; shareholders may have inspection rights |
Regulated organizations such as banks often have extra rules. Many keep approved minutes permanently; confirm retention with your lawyer or accountant.
Can AI write board meeting minutes?
AI can help with a draft. It can't sign them. After we upgraded to a newer AI model, the first test deck came back "ready" with zero slides: the model returned its reasoning before its answer, and our code was reading the reasoning. A one-line fix, and a reminder that "ready" is not the same as "right". Someone has to read every line before approval, because invented action items are worse than none, especially in the official record.
unfill.io turns a meeting recording into minutes-style recap slides: topics discussed, who said what, decisions, action items with owners and dates, and next steps, plus a recap email draft. See AI meeting minutes from a recording, or meeting notes to slides for team meetings. Try 2 decks free, no card required (pricing).
When unfill.io isn't the right tool: the official board minutes. It doesn't produce formal legal minutes with motions, seconds, vote counts, quorum or an attendance roll, and it outputs PowerPoint, not Word or PDF. Use it at most as a working record, and review everything against your bylaws before filing. It also doesn't join or record meetings live.
Questions
Who takes minutes at a board meeting?
The board secretary. In larger organizations, staff often draft the minutes and the secretary reviews and signs them.
Are board meeting minutes public?
Minutes of government and public bodies usually are, under open meetings laws. Nonprofit and private company minutes are usually internal, though shareholders or members may be able to inspect them.
How detailed should board meeting minutes be?
Detailed enough to record every action: motions, who made them, vote results, and action items. Not the debate.
Can board meeting minutes be amended after approval?
Yes. Under Robert's Rules, corrections at approval go into the text. After approval, the board passes a motion to amend the previously adopted minutes, recorded in that meeting's minutes.
What is the difference between board minutes and a board resolution?
Minutes record the whole meeting. A resolution is the formal wording of one decision, such as approving a contract, and is usually recorded in or attached to the minutes.
Are electronic board minutes valid?
Generally yes, where your state law and bylaws allow electronic records. The IRS Form 990 instructions accept documentation "by any means permitted by state law."
How long should you keep board meeting minutes?
Many organizations keep approved board minutes permanently. Confirm the right period for your state and industry with your lawyer or accountant.
Should board minutes record who said what?
Usually not. Minutes record what the board did. They do record who made each motion, the vote result, and often who voted against or abstained.
Turn a recording into an editable deck
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