Proper Preparation of School Board Meeting Minutes

Jon Daggett

Attorney—Hiroshima Daggett

 

 

 

The purpose of school board minutes is to preserve a permanent, official record of the actions taken at meetings of the school board. The school board speaks through its records and the minutes are part of such records. Accurate minutes avoid future misunderstandings, are useful in litigation, and serve as a guide to the school board in carrying out their decisions.

The minutes of meetings are presumed to be correct. They are prima facia evidence of the facts they recite. Together with the by-laws, minutes are the highest proof of the school board's powers, and the minutes are the best evidence of the events or decisions they record.

Minutes are considered legal documents by auditors, the Internal Revenue Service, and courts, and they represent the actions of the board. It is not uncommon to hear it said: "If it isn't in the minutes, it didn't happen!"

There is no standardized level of content or format for board minutes. Whether a meeting occurs in person or by remote technology, the same standards and procedures for maintaining minutes apply. Board minutes should include sufficient information to describe how board members reasonably came to reasonable decisions. These details are crucial in the event of litigation because evidence of reasonable, carefully considered good-faith decision-making will go a long way toward protecting a school from liability.

Apart from the legal obligation to take minutes, accurate and concise minutes serve other functions. For example, they:

1. Serve as a reminder of decisions, assignments, and deadlines.
2. Summarize the meeting for people who were unable to attend.
3. Create a history of the organization telling what was done, when and by whom.
4. Provide evidence of a financial or performance audit.
5. Offer evidence in the event of a lawsuit.

Usually included in the minutes is the name of the organization, the date and time of the meeting, who called the meeting to order, who attended and if there was a quorum, all motions made, any conflicts of interest or abstainments from voting, reports from various committees, and when the meeting ended.

The minutes are a factual record of business and should not include the following:

1. Opinions or Judgments.
2. Leave out statements like "a well-done report" or "a heated discussion."
3. Criticism or accolades. Minutes should not include criticism of members unless it takes the form of an official motion. Thanks or expressions of appreciation should only be included if there was a clear consensus of meeting participants.
4. Discussion. If the board has opted to include discussion summaries, do not personalize them by recording the views of the individuals.
5. Extended rehashing of reports. Just hit the highlights of key facts, particularly if a written report is attached.

The person taking the minutes will find him or herself better able to perform his or her duties in connection with meetings if they will make the following preparations before attending the meeting:

1. Prepare in advance the statement of the order of business and the agenda. The agenda is a digest of actions that can be taken at the meeting.
2. In some cases, a copy of the agenda of the directors' meeting is given to each director as well as the presiding officer.
3. If important matters are to be considered, indicate on the outline the names of those who are to present the business at the meeting.
4. Have all books, papers, contracts, and reports readily available that are likely to be called for at the meeting.
5. Draft in advance motions or resolutions for business to come before the meeting if the subject has already been thoroughly worked out and is ready for a vote of the directors.
6. Resolutions prepared in advance save time during the meeting, clarify the propositions, and simplify the entries in the minutes.
7. The person taking minutes should bring with him or her to the meeting a memorandum form for entering the notes of the meeting.

EXECUTIVE SESSION

There is little established law concerning executive sessions. They are not mandated by state law, but there are sound reasons that exist for a school board to hold closed executive sessions from time to time as appropriate. Appropriate circumstances include: contract negotiations, the examination (with board legal counsel) of legal problems, a discussion about the qualifications, competence or fitness of an employee or prospective employees, deliberations about student expulsion, conflicts between two board members, or serious criticism of a board member by another, review of the salary schedule, compensation schedule, and marketing/pricing strategy that would place the board in a tenuous position if known to the general public.

Scheduling an executive session should be a rarity, not something that happens at numerous board meetings. Executive sessions should not take up more time than the actual agenda of the board.

It is important that the chairperson remind the board at the beginning of every executive session that the executive session is confidential and the discussions should not be disclosed to anyone else. Such disclosure is not only a breach of the board member's fiduciary duty but could also potentially expose that board member to personal liability. Confidentiality is essential if legal counsel is present to discuss legal matters. The attorney-client privilege protecting the disclosure of sensitive information can be lost if the board members discuss the information outside the executive session and the presence of legal counsel.

Although executive sessions may be more informal and do not have the same standing as board committee meetings, they benefit from observing many of the same procedural formalities. The preparation of minutes of the executive sessions is recommended. The goal of the executive session minutes is to reflect the meeting accurately. Minutes should address the principal items discussed and the tenor of the discussion. The minutes should not be a transcript of what was said by each meeting participant. Board members are less likely to engage in a frank and free-flowing discussion if they know every word is being memorialized. Minutes of the executive session must be approved in another executive session of the board. If executive sessions do not happen often, it is acceptable to approve the minutes from several executive sessions at one time. Minutes of executive sessions should be stored separately from regular board minutes and should generally be kept in a locked cabinet.

Minutes should also reflect the sessions' procedural details, such as the meeting's date and time and who attended. The suggested format for board meeting minutes can be used as a format for executive session minutes. The length and content depend on what is being discussed. No matter who takes the minutes, the minute taker should be sensitive to striking the right disclosure balance. Well-prepared executive session minutes can afford board members additional protection.

Poorly prepared minutes or no minutes at all are problematic. The minutes should be memorialized as soon as possible after the executive session. The likelihood of leaving out important details or inaccurately capturing nuances increases with the passage of time.

From time to time, if there is a particularly important or sensitive issue, it may be prudent to reflect in the regular board minutes that this topic was discussed at the executive session. When to do this and how to characterize the topic must be a matter of judgment, but as a general rule, the executive session should be candid, constructive, and private.

In summary, the majority of board business belongs in the standard board meeting, regardless of the difficulty reaching the ultimate decision. Use executive sessions for frank, open conversations but, when possible, return officially to the board meeting to take formal votes. A savvy school board manages itself and relationships thoughtfully. It distinguishes between inappropriate secrecy and legitimate privacy. Relying on good judgment, the school board can take advantage of the seclusion an executive session provides when private communication is necessary. At the same time, knowing how not to abuse executive sessions, a savvy board manages to maintain trust and confidence in the organization's integrity and processes.

SUBCOMMITTEE MINUTES

Minutes should be kept of each board subcommittee and made available to the board for review.