Minutes are an important record of the Board's deliberations, actions and directions to management. Well written minutes will demonstrate that the directors have made decisions honestly, prudently, in good faith and on reasonable grounds.
I write minutes succinctly and accurately that reflect the material aspects of the Board's deliberations with an emphasis on the process that the Board members used to reach conclusions. When I draft minutes, I use information that is relevant to the purpose and consider both the primary audience of directors and management of the corporation but also the secondary audience of the court in the event that decisions are challenged. I take special note of action items and will provide you with a separate list of business arising from previous meetings so that it can be added as an agenda item for follow-up at a future meeting.
Too often, the task of taking minutes falls to an executive who is presenting or otherwise participating in the meeting and for that reason, does not have the time or attention to record the proceedings. Minutes must be prepared without delay while memories are fresh; ideally, the minutes should be ready for review within 24 hours.