Alastair Keatinge explains why the value of a proper record of meetings should not be underestimated
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.
The importance of good minute-taking should never be underestimated. In 30 years of providing legal advice to third sector organisations, the need for an accurate and robust record of board and committee meetings has not changed.
Yet, in my experience, many charities do not fully appreciate this, 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 as well as being an historic record.
For those 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 them very carefully.
The value - and, indeed, the legal necessity - of a strong minute was highlighted by the recent case involving the Kids Company 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 features 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.
One of the most important observations 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.”
There, for me, lies the most common pitfall charities fall into - and the biggest dilemma for minute-takers: How much detail do you need?
It’s something I often advise on. But 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 will allow someone who was not involved to look back on what happened to easily understand what decisions were made and the factors that were taken into account. They should neither be too brief or verbatim.
The skill, clearly, is in succinct minute-taking. That makes a good minute taker worth their weight in gold. They should be someone who can work well with the chair, whose part in being confident that these are a good record is critical. If your charity cannot afford to bring an expert note-taker in, consider whether someone on your board or staff team has the skills needed. It’s important to get the right person.
Good practice is that minutes should be circulated for approval while discussions remain fresh in the minds of trustees, something that boards meeting quarterly would be wise to consider. They should also be kept for at least 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, my advice is to take advice and 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. If you cannot evidence that, you will find yourself on the back foot.
Alastair Keatinge is a partner and head of charities and the third sector at Lindsays. He is accredited as a specialist in charity law by the Law Society of Scotland