Objectives:

Upon successful completion of this course, participants will be able to:

• Apply the proper protocol and terminology required for formal Board and committee meetings.
• Accurately record and document motions, resolutions, amendments, and voting results.
• Master the art of synthesizing complex board-level discussion into concise, objective minutes.
• Handle highly confidential and privileged information with impeccable security and discretion.
• Ensure minutes comply with corporate bylaws, parliamentary procedure (e.g., Robert's Rules), and legal requirements.
• Develop and manage a secure, auditable archive and retrieval system for final, approved minutes.
• Manage the entire minute lifecycle, from pre-meeting preparation to final formal approval and sealing.
• Serve as the critical governance liaison, advising the Chair and Board on proper documentation procedure.

Target Audience:

• Executive Assistants supporting the CEO and Board of Directors
• Board Secretaries and Assistant Corporate Secretaries
• Governance and Compliance Personnel
• Staff who minute high-level committee or shareholder meetings
• Administrative Professionals handling legally sensitive meeting documentation
• Anyone responsible for the custody of formal corporate records

• Real-time minute-taking simulation of a mock Board of Directors meeting with complex motions and dissent.
• Case studies on the legal implications of poorly documented board minutes (e.g., litigation).
• Individual exercise: drafting a motion, resolution, and the corresponding minute entry using correct parliamentary terminology.
• Group activity: developing a security and distribution protocol for confidential board packages.
• Role-playing scenarios for advising the Chair on meeting procedure and minute approval.
• In-depth review of governance-compliant minute templates and archiving procedures.
• Discussion on the ethical responsibilities of the minute-taker in a governance role.

Unit 1: Governance and Legal Foundations

• Understanding minutes as primary evidence in legal and regulatory proceedings.
• Reviewing corporate bylaws and standing orders related to meeting procedure and minutes.
• The concept of "Duty of Care" and "Duty of Loyalty" as reflected in the minutes.
• Differentiating between what *must* be recorded and what *should not* be recorded in formal minutes.

• Applying fundamental principles of **Robert's Rules of Order** or equivalent parliamentary procedure.
• Understanding quorum requirements, notice protocols, and the order of business.
• Mastering the precise terminology for motions, seconds, resolutions, and amendments.
• Advising the Chair on proper procedure and documentation during the meeting.

Unit 2: Pre-Meeting Preparation and Logistics

• Coordinating and distributing the confidential board package and pre-read materials securely and on time.
• Preparing the minute-taking template tailored to the meeting agenda and governance structure.
• Ensuring all necessary documentation (e.g., prior minutes, reports) is present and accessible.
• Conducting a final technical check of all recording devices, virtual platforms, and A/V equipment.

• Implementing advanced security measures for printed and digital meeting materials.
• Managing access permissions for board-level document repositories (e.g., Board Portal).
• Understanding the implications of "in-camera" or executive sessions on minute-taking.
• Protocol for managing board member attendance, proxies, and conflicts of interest.

Unit 3: Recording Motions and Decisions

• Mastering the formula for accurately recording a motion: "Moved by, Seconded by, Resolution."
• Documenting the exact wording of all approved resolutions and formal actions.
• Recording the results of all votes (unanimous, majority, or roll call) precisely.
• Techniques for clearly recording discussion and rationale *leading to* a decision, without transcribing.

• Protocol for recording a formal abstention or vote against a motion (for "due diligence" protection).
• Understanding when and how to record the basis for a director's dissent from the majority view.
• Ensuring accurate recording of all attendees and noting any arrivals or departures during the meeting.
• Managing the documentation of conflicts of interest that may require a director to abstain.

Unit 4: Post-Meeting Finalization and Approval

• Drafting the minutes immediately after the meeting while context is fresh.
• Applying a strict, objective tone, removing all conversational fillers and editorializing.
• Reviewing the draft against any recordings or legal counsel notes for absolute accuracy.
• Ensuring consistency with the company's established minute-taking style and standards.

• Managing the confidential review process by the Chair and legal counsel prior to circulation.
• Protocol for the formal motion and vote to approve the minutes at the subsequent meeting.
• Procedures for making necessary corrections and signing the final, approved version.
• "Sealing" the final, signed minutes to become the permanent, legally recognized corporate record.

Unit 5: Archiving and Governance Support

• Implementing a permanent, secure, and fireproof storage system for final minutes.
• Understanding and adhering to the legal **permanent** retention period for board minutes.
• Establishing a clear, controlled process for authorizing the release or viewing of sealed minutes.
• Utilizing Board Portal software features for secure minute storage and controlled access.

• Serving as the institutional memory for decisions, actions, and previous resolutions.
• Preparing summaries of prior decisions for the Board's reference during current discussions.
• Liaising with legal counsel on any minute-related questions or compliance matters.
• Maintaining the integrity and continuity of the corporate records archive.