Minute taking: key points for charity trustees to consider

Just a minute!

At Stone King, we have recently advised a number of charity clients that have been required to scrutinise previous board minutes when considering matters such as how certain big decisions were made, or issues were managed. Some of these instances have been due to questions raised by the Charity Commission. For that reason, we thought it would be worth refreshing an article we wrote a few years ago, which addressed some important points on minute taking, updating it in line with recent queries we have received and to reflect on the considerations of minute taking using AI. 

Charities are increasingly expected to be more open and transparent, both by the Charity Commission and by the funders, including about their decision making and the way they use charitable funds. It is essential that board minutes therefore accurately record the factors that are considered when trustees are making decisions.   

We have set out below some key points which address the recurring queries we receive from our charity clients about trustee minute taking. The style and content of your board minutes should reflect your charity’s size and structure, but the following key points should be relevant to all charitable companies, CICs and CIOs. 

Please note that we are focusing on trustee meeting minutes; there are additional/slightly different requirements for certain members’ decisions, where that is relevant. 

Why are minutes kept?

Charities need to have a decent record of how decisions are made. This helps people within the charity with general record keeping, and also, if required, explaining decisions to other stakeholders. Once a final copy of those minutes has been signed off (for example, by the Chair of Trustees), they are evidence of the proceedings at the meeting.

It is a legal requirement that charitable companies keep records of their trustee meetings for at least ten years after the date of the meeting. 

For CIOs, minutes of trustee meetings must be kept for at least six years from the date of the meeting. 

Minutes of other charities, such as trusts and Royal Charters, should also be recorded. Other specific record keeping requirements may depend on how your charity is established. The Charity Commission expects other types of charities to keep their trustee minutes for a reasonable amount of time, with trusts and unincorporated associations keeping minutes for at least six years.  

How should the minutes be kept?

Minutes can be kept in hard copy or electronically. However, if they are held electronically, they should remain readily printable for the duration of the timeframe for which they are required to be kept (see above). As the minutes should be signed by the Chair of Trustees, we would recommend that the signed hard copy be scanned and saved as a PDF or equivalent.

The role of the minute taker

Company secretaries, or an individual appointed as minute taker by a CIO, are responsible for recording proceedings in trustee meetings. However, this responsibility can be delegated to another individual or shared by the trustees if no secretary is appointed. The role of the minute taker is to:

• take notes that are an accurate record of decisions and discussions, particularly if it is a big or difficult decision or the charity is embarking on something risky;
• write up notes clearly, attributing responsibilities and ownership;
• copy and distribute minutes to all participants;
• ensure the final version is signed by the Chair of Trustees;
• file minutes in the appropriate manner (minute books or electronically).

Practical points on minute-keeping: common problems

A common issue that hampers effective minute taking is when the minute taker is unfamiliar with the attendees. A practical solution is for the minute taker to sketch a plan of the table and write each attendee’s initials in the plan at the outset of the meeting. New minute takers should familiarise themselves with the minutes of previous meetings to understand common phrases, words or acronyms used by the trustees. 

Where an attendee makes a critical statement during the meeting, the minute taker should ensure the statement is recorded and, where necessary, interrupt and ask the relevant attendee to repeat that statement. This may be particularly important when a specific resolution is being proposed.

Minute takers should not attempt to record every word spoken during the meeting. This can lead to essential items being overlooked and result in a lengthy set of final minutes. 

Trustees are collectively bound by their decisions and therefore, typically, minutes do not refer to individual named trustees. However, there may be occasions when dissenting trustees specifically ask to be named in the minutes. Accordingly, an entry in the minutes could be written either, for example:

a. Where Michael asks to be named in the minutes: “Michael Jones raised concerns that the proposed resolution would leave the charity exposed to unknown risk”.

b. Where Michael does not wish to be named in the minutes: “A trustee raised concerns that the proposed resolution would leave the charity exposed to unknown risk”.

When trustees cannot agree 

Constructive debate and challenge are signs of healthy governance, and it is important that the minutes reflect any debate about difficult decisions. 

Trustees must act with collective decision making, but if a trustee strongly disagrees with a decision, they can ask for this to be recorded in the minutes. The trustees should consider the Charity Commission guidance on decision-making for charity trustees to ensure that the debate surrounding difficult decisions is accurately reflected in the minutes. 

Conflicts of interest

You must not allow decisions in your charity to be influenced, or seem to be influenced, by the personal interests of any trustee or the interests of people or organisations connected to the trustees. 

When it is proposed to discuss an item where a trustee has an interest (including but not limited to financial interest), the minutes must evidence that: 

• the trustee declared the nature and extent of their interest; and
• the conflict was managed appropriately in accordance with the charity’s governing document and policies (which may from time to time include showing that they have absented themselves from any discussions).

This needs to be reflected in the minutes to show that any conflicts were managed when making the decision. 

In any event, it is good practice for conflicts to be dealt with at the start of every meeting, so any model or outline minutes which are used should start with a placeholder for that. 

Minutes and AI 

AI is increasingly being used to record the minutes of board meetings. However, this can lead to issues with accuracy and, potentially, data use. Therefore, although it can be a great part of the solution to minute taking, human judgement should be used in checking them. 

Hints and tips

As a starting point, the structure of the minutes should loosely follow the order in the agenda. This means that the final minutes may not be a chronological record of proceedings, as meetings can stray from the original agenda.

The minutes should be concise and clearly set out any decisions reached, any outcomes achieved and any other agreed action.  

Minutes should be typed up and finalised as soon as possible after the meeting, so that the Chair can review the minutes (and, where necessary, make amendments) with proceedings fresh in their mind.

When drafting the minutes, it is helpful for the point of view to be consistent. The third person point of view is the most appropriate. Minutes may also be more user-friendly if a summary of action points is set out towards the end of the document and the relevant trustee’s initials set out alongside the paragraph where the action was proposed. These action points could then be discussed at the start of the following meeting. 

The Charity Commission is likely to request a copy of minutes when things go wrong, for example, if a complaint is received, so it is important to ensure minutes are reflective of the meeting and are kept safe. 

The Charity Commission has published guidance with further information about the proceedings of trustees’ meetings and minute taking. This is long-standing Commission guidance, but was updated last year: Charity meetings

If you would like to discuss further, please contact Davinia Davey or Head of our Head of Charity and Social Enterprise Team, Hannah Kubie.