Make club minutes untouchable thanks to checklist
To take minutes of the meetings of the association is admittedly not required by law, But one An important part of every board meeting and general membership meeting. Taking minutes of important content and decisions serves to avoid discussion bases in the aftermath. At the same time, minutes represent a important source of information for all persons, who did not participate in the meeting.
Which forms of the minutes guidance there are, which purpose minutes fulfill and everything else which you should know over minutes in the association, experience you in this contribution.
Taking minutes in the association | 01.06.2020 | Laura Apel
1. Protocol forms
Basically, there are four ways to take minutes. The choice of form depends largely on the complexity of the topics of the meeting. The more extensive and complicated the discussed topics are, the more precisely and in detail the discussed contributions of the (board) members should be minuted. Here the principle applies: Better to log more than to have later ambiguities that need to be discussed.
The following forms of logging exist:
a. Detailed protocol
In a detailed protocol the speakers, their individual contributions, all important arguments and examples are recorded meaningfully. The course of the meeting and the ways to reach the results are clearly stated. The results of the meeting are highlighted at the end of the minutes and marked as resolutions.
b. Event protocol
An event protocol contains all basic conditions such as place; time, members present, all points of the agenda (events) as well as all resolutions. The following information should be included in a proper event protocol:
- Type of general meeting (ordinary or extraordinary)
- Day, place and time of the meeting
- Name of the chairman of the meeting (chairman of the board) and keeper of the minutes
- Number of members present and entitled to vote
- Opening of the meeting by the chairman of the meeting
- possibly. Election (regulation of the statutes) of the keeper of the minutes
- Determination of the quorum
- Determination of the convocation according to the articles of association
- Determination that the agenda was attached to the invitation
- Report of the chairman of the board, the treasurer and the auditors
- Discharge of the Board of Management and, if applicable. of the special representative
- The exact wording of the motions put to the vote
- Subsequent appearance of members or their removal before the closing of the meeting
- Type of the respective votes and a (numerical) voting result
- In the case of amendments to the articles of association: complete wording of the amended provisions
- In the case of elections: Surname, first name, date of birth and place of residence of all candidates, as well as a declaration by those elected as to whether they accept the election
- Closing of the meeting
- Signature of the minutes by the chairman of the meeting and the recording secretary
Attention: If the acceptance of the election by an elected person is missing, this acceptance must be made in writing afterwards to the association for the attention of the board of directors. The election of a board member only becomes effective once the vote has been accepted.
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c. Minutes of results
The result protocol is the shortest form of a protocol. In addition to formal information, it contains only resolutions and decisions, but no contributions to the discussion. Accordingly, it is not possible to see from a results log how decisions were reached.
This is how a result protocol could look like:
- Formal information
- Subject of resolution: Proposal of the board to appoint Mr./Mrs. XY as honorary member
- Resolution: Adopted unanimously.
d. Word protocol
A word log documents, as the name suggests, every word spoken. The preparation of such a protocol requires a very experienced and fast minute-taker and is therefore also rather the exception. In more extensive discussions it can be valuable to quote individual word contributions. However, a verbatim record of the entire meeting is not usually necessary.
2. Purpose of the minutes
The taking of minutes in the association is in principle not obligatory by law. However, it is possible that the statutes of the association require the keeping of minutes. Whether the bylaws require it or not, taking minutes of important meetings should not be waived.
Minutes in the association serve on the one hand as written source of information for members and organs of the association over contents and realization of resolutions. In the case of an action to establish the invalidity of resolutions, minutes may therefore be significant. In accordance with § 666 of the German Civil Code (BGB), the board also has a duty to provide information to the members. Keeping minutes is indispensable for fulfilling this obligation.
On the other hand, minutes also serve as a basis for the examination of resolutions by the registry court, if z.B. Changes or amendments to the articles of association, in particular changes of purpose and name or changes to the board of directors must be registered.
3. Minimum requirements
As already mentioned, there are no legal requirements for keeping minutes. The BGB states however that the statute of the association must contain a regulation over the authentication of the resolutions. The form in which the association prepares minutes is at its discretion.
It is also not required that the minutes must show the course of the meeting in detail. The only important thing is that the results, d.h. the decisions made are recorded. If there is no corresponding specification on a protocol form, the chairman of the meeting resp. the keeper of the minutes is free to decide in which form he makes the minutes.
The following minimum data must contain the association minutes in accordance with §32 and §34 BGB:
- Place of the meeting
- Date and time of the meeting
- Designation of the meeting leader and the minute writer
- Number of members present
- Wording of the adopted resolutions
- Results of the reconciliations
- Reference to members, who did not vote because of decision in own matter
Note: General formulations are generally not sufficient. The wording: "Our member Thomas Muller was elected second chairman." Is not concrete enough. The correct wording is as follows: "Elected as second chairman: Thomas Muller, janitor in Musterstadt, Musterstrabe 17b."
Checklist for meeting the minimum requirements
- Minutes are taken at all official meetings
- The minutes are kept by the person named in the statutes or by a person elected by the meeting
- Motions during a meeting are taken up in the minutes, if in the meeting about it one discusses or decides
- Before resolutions are passed, the quorum of the meeting is established by the chairman of the meeting and recorded by the keeper of the minutes
- Voting results are recorded unambiguously and clearly
- Attachments to the minutes are always named and numbered consecutively in the minutes
- The minutes are signed by the persons named in the Articles of Association. In the absence of a provision in the Articles of Association, the keeper of the minutes and the chairman of the meeting shall sign (i.d.R. chairman of the board)
- If the keeper of the minutes has changed during the meeting, this will be mentioned in the minutes by the new keeper of the minutes. Each keeper of the minutes is then responsible for his or her part.
- If required by the bylaws, the minutes are approved by the general meeting of members.
Sample& Templates for club documents
Here you can find a Extract of documents relevant to the association, Templates and samples, which should help your association to fulfill the bureaucratic requirements. The listed documents can be used free of charge.
- Foundation of an association& -everyday
- Donation receipts
- Contracts& Agreement
- data protection& IT security
- Board resolutions& Votes
- Cancel& Resignation
4. Recording Secretary
The minutes are taken by the person named in the statutes of the association or by a person elected at the beginning of the meeting. As the name suggests, this person is responsible for taking detailed notes during the meeting in order to create minutes afterwards. The prepared minutes are sent to all board members upon completion. Since it is a demanding task to document the complex contents of a meeting, a person with writing experience should be appointed as minute taker.
5. Contestability of the minutes
a. Who may challenge a protocol?
A look in the statute can help with the clarification of this question. Often there are rules in the bylaws about the minutes and the procedure for disputing the minutes. If these regulations are missing, in principle every participant of the meeting can object to the minutes. If the statute does not prescribe a certain way for it, this is informally possible.
ImportantIf the minutes of the last meeting are contested in the following meeting, the chairman of the meeting must follow up on this complaint. If the reproach proves to be true, the minutes will be changed – by minute entry to the current meeting.
b. When and how to contest the minutes?
Unless expressly required by the Articles of Association, it is not customary for the minutes of the last meeting to be read aloud to all members at the following meeting. The more common case is that the minutes are sent to the members with the invitation to the new meeting or by mail or post directly after they have been prepared.
If a member disagrees with an item in the minutes, he or she can informally request a correction – unless the bylaws state otherwise. Informal means the correction can be requested by phone, in person, by mail, fax or letter. A letter is not necessary.
In terms of time, there is basically no time limit for contestation. The association member and/or -organ can contradict therefore immediately, if he/she gets the protocol or only to the next association meeting.
Note: The association can provide by the statute for more action security, by setting an objection period against errors in the minutes. If a participant in the meeting misses this deadline, he/she can in principle no longer contest the minutes.
Minutes are not required by law, but they serve many important purposes. An important purpose is that they serve as a document for legally required events and important legal transactions. Therefore, all official meetings of the association and the members should be minuted, so that the minutes can serve as a legally secure proof and as a reminder and rectification of possible later disagreements regarding the decisions and resolutions taken.