When a 999 call is made to emergency services, it’s a well-coined phrase that every second counts. For charities - should they be alerted to a problem or face a challenge at the highest level - it’s minutes that matter. The written variety, of course.
As modern charity governance has developed, the importance of good minute-taking cannot be underestimated and the continued need for an accurate and robust record of board and committee meetings has not changed.
Yet, many charities do not fully appreciate or fail to recognise the importance of minutes, despite it being one of the basic principles of good governance. For charities, these are not simply an administrative burden to bear or a list of actions for people to take. They are of genuine legal importance and serve as a historic record.
In Scotland, the first thing that OSCR will ask for, should they be asked to investigate or intervene in any matter, will be to see the minutes of the relevant meeting.
And, be under no illusion, they will review these records very carefully.
The value - and, indeed, the legal necessity - of a strong minute was highlighted by the Kids Company case and the successful challenge by some of its trustees that they were unfit to be directors. While heard in England’s High Court, the relevance of its findings in this respect are as relevant north of the border as they are south.
That judgement featured more than 130 references to the minutes of meetings, with seven paragraphs alone dedicated to issues around minute-taking. Some of the most pointed centred on detail.
A key observation from this case was: “The main criticism that can be made of most of the minutes is that they are too brief and do not reflect the level of discussion.”
This highlights the most common pitfall for charities - and the biggest dilemma for minute-takers: how much detail do you need?
The answer is that it needs to be enough to fairly and accurately reflect the discussions made and the key elements around them - with decisions and any challenges properly recorded.
A good minute should allow someone who was not present to look back on what happened and easily understand what decisions were made and the factors that were considered. They should neither be too brief or verbatim.
The art lies in concise minute-taking, which is a valuable skill. That makes a good minute taker worth their weight in gold. They should also be someone who can collaborate effectively with the chair, whose part in being confident that they are a good record is critical.
If your charity cannot afford to bring in an expert note-taker, you should consider whether someone on your board or staff team has the skills needed. It’s important to get the right person. Indeed, training is available to help such individuals develop the required skills.
Good practice dictates that minutes should be circulated for approval while discussions remain fresh in the minds of trustees, particularly for boards that meet quarterly. They should also be kept for a minimum of 10 years.
Ultimately, the litmus test for charities challenging themselves over the quality of their minutes is:
- If OSCR asked for them, would you be happy that your minutes properly reflect your charity - and in the best possible light?
If the answer is no, you should seek professional advice and take corrective action. If regulators ask for them, you are going to feel foolish if they are not in good order - even if the actual discussions they record were properly conducted.
The risk is if you cannot evidence that, you will find yourself on the back foot.
Connor Barnes, Solicitor
Article published 24 September 2024.
