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Brian Bucknall*

Introduction

For the past two years I have been the Secretary of the Ontario Bar Association.  I sat with the Table Officers Committee.  I sat with the Executive Committee.   I sat with Council.  For each meeting I prepared the Minutes.

It was a heady experience.  As I explained to my Committee and Council members, a Secretary has an almost godlike power to turn random and disjointed observations into insightful dialogue among intelligent colleagues.  I am among the group who subscribe to the maxim that “the meeting hasn’t taken place until the Minutes have been approved”. 

This note, of course, is by way of discouraging anyone who might feel that being Secretary of a volunteer group is a menial and undignified calling.  There are few roles a person can play which provide more perspective on the workings of an organization.

As Secretary, you will encounter a series of issues which might benefit from a few comments.

Does The Meeting Have An Agenda?

The answer should be self-evident.  If a meeting is worth the trouble of taking Minutes it must commence with an Agenda prepared by the Chair.  Sometimes this rule is not followed, in which event the prudent Chair or Secretary will develop at the outset a list of the topics to be discussed.

The further question with regard to the Agenda is whether Minutes should be organized by reference to the Agenda or, alternatively, by reference to the manner in which discussion proceeds.  If Item 8 is brought forward to be discussed after Item 2 (usually because the person speaking to Item 8 has another commitment), should the discussion appear chronologically or in accordance with the order set out in the Agenda?  My own preference is to recognize discussion, if possible, in accordance with the Agenda so that the Agenda together with the Minutes can appear in the Minute Book in a conveniently accessible form.

Is There A Format For The Minutes?

A well established organization will probably develop a standard format for the Minutes of its meetings.  The Bar Association, for example, commences its Minutes with the identification of the person presiding at the meeting and a list of the people in attendance.  The Bar Association also keeps a relatively complex system of identifying each item in the Minutes in a manner which allows those items to be cross-referenced at a later date.

If you have taken a position as Secretary with an organization which has not developed a format for its Minutes and minute books, do the organization a favour and develop your own.

For Whose Benefit Are Minutes Prepared?

In this case, the answer may not be self-evident.  Minutes will, of course, be circulated to the people who attended the meeting.  Most likely they will also be circulated to members of the group who could not be in attendance.  The Minute Book itself will be read months or years later by people not involved in the original meeting.  The scope of anticipated circulation is a factor in how the Minutes are crafted.  In the case of the Bar Association there will be numerous members of council who are not able to get to a specific meeting but who will receive copies of the Minutes.  For people who were at the meeting, a simple outline of events is appropriate.  For people who cannot attend, or who consult the Minutes at a later date, a more extensive treatment of issues and discussions is required.

Is It Useful To Reflect Discussion In A Set of Minutes?

There are two schools of thought on this point.  Some Secretaries, and some organizations, believe that “the less said the better” – identify the issue under review and record any decision made.  The alternative position, and the one which I have used, is to make some reference to any discussion which takes place and, in fact, to identify people who express specific positions.  This is of assistance to people reading the Minutes who were not at the meeting.  It is also of assistance to people who were at the meeting but who would have difficulty capturing and remembering the ebb and flow of the ideas in the room.

Motions, Resolutions, Consensus, Action

We all share the modern bias against formality, particularly formality which does not seem to serve a purpose.  In what circumstances should an element in a meeting be resolved with a mover, a seconder and a vote?  Are there other ways of reflecting the matters under consideration?

The Chair of a meeting makes the call on these points, though the prudent Secretary will sometimes nudge his or her elbow.  A decision which will involve an organization in embarking on a particular course of action (the adoption of a budget would be a good example) should be the subject of a motion and a vote.  A matter which does not involve a specific step being taken (the presentation of the Treasurer’s Report), for example, might not require a motion and a vote.

There is, of course, no absolute rule.  A Treasurer’s Report which raised problematic issues or indicated financial problems might be the subject of a motion to accept the Report, simply for the better protection of the Treasurer’s position.

Where a discussion has gone forward and a particular view, not necessarily requiring any specific steps to be taken, has prevailed I often reflect that situation as being the “consensus” of the people in attendance.

Another device which I have used to some advantage is the identification of specific items which require “Action”.  A discussion might result in a decision that a letter should be sent, an inquiry should be made or negotiations should go forward.  The Minutes can reflect this as an item of “Action” and the “Action” items can be addressed when the Minutes are reviewed at the next meeting of the group. 

Reorganizing Discussion – Reshaping the Meeting

As I indicated above, a well thought out Agenda will not infrequently be hijacked by scheduling problems or, indeed by spontaneous discussions.  Continuing Education might be Item 5 on the Agenda but be the subject of useful and insightful discussion when Regional Issues are raised at Item 2.  Is it appropriate to reassemble discussions and observations by reference to topic areas even though they appear outside of the actual chronology of the meeting?

My own view is that it is not only appropriate but helpful to reassemble and conflate discussions in a manner which makes those discussions most meaningful to the reader.  In my experience, no person attending a meeting has ever complained that their observations were represented out of sequence so long as those observations had been fairly reflected and recorded.

Circulation and Approval of Minutes

My view has always been that Minutes should be prepared within twenty-four hours’ of the completion of the meeting they reflect.  No matter how complete the notes are that a Secretary keeps, details and nuances are inevitably lost as time passes.  I also think that Minutes should be circulated in draft as soon as they are made available to the organization.  This is particularly true where some items have been identified for “Action”.

Minutes are typically submitted for approval at the commencement of the next meeting of the body whose proceedings the Minutes reflect.  This process may seem perfunctory or overly formal but, in my experience, it remains highly useful.  This is particularly the case where a report has been presented which has some detailed and technical elements.  The person presenting the report should have the opportunity to correct any misstatements or misconceptions before the Minutes are put in the final form.

* Brian Bucknall, LSM, B.A., LL.B., LL.M. is a partner at Osler, Hoskin & Harcourt LLP.