By Donya Parrish, MCU VP-Risk Managemnet
Note: This blog originally appeared in the spring of 2015, but the topic remains relevant.
It might be due to reviewing notes from a few recent meetings, but I have minutes on the brain. My true confession is that I am a note taker at meetings. It is not just to go back to those written details to create a ‘to do’ list, but something much more selfish… it helps me stay focused and pay attention! Those who see me scribbling away might think I am diligent in my rapt attention, but honestly, it is just to keep my mind from wandering.
I bring this up to talk about the very important role of minutes at your board meetings. Yes, they are required, but they are much more than that. They have a purpose and it is not to catch those up who didn’t make it (they get nominated for tasks for that, don’t they?), minutes protect your organization by giving a record of any action taken. They reflect motions made, who was present, and a summary of the topics discussed. If actions are brought against the credit union or directors, the minutes will probably be a primary document in the case.
Since they are part of the permanent retention of credit union records, boards should place a priority on making sure your minutes are accurate, complete, and timely. It might be easy to just routinely approve the motion for minutes from the prior meeting, but any inaccuracies should be noted before approving. For example, if major action was taken at a board meeting and the minutes mis-reflected who was present, that could be problematic in any legal action or controversy.
There are two schools of thought on how detailed minutes should be. Your own counsel might advise differently, but many experts recommend keeping them brief and at a summary level, rather than getting into great detail of discussions. They do, however, always need to reflect any action taken.
CUNA’s Credit Union Board of Directors Handbook notes that minutes “show whether the board followed legislative and regulatory requirements in its deliberations. They record the history of the credit union.” So, while they might feel like a burden or unnecessary step, think of your minutes as being part of history. The documentation of your credit union will live on long after your legacy as a board member, and you should take pride in being part of something bigger!
The Division of Banking has good advice for state-chartered credit unions on Board Minutes. In any event, don’t be afraid to approach the conversation if you have concerns about the lack of detail or inclusion of too much information in your credit union’s minutes.