What to include in meeting minutes, and who requires it

EdCitation, which builds each reference from the publisher's record rather than composing it, publishes this guide to what to include in meeting minutes. It takes the contents of minutes element by element and names the law, regulator or governance body in the UK or the US that requires or recommends each. Taking notes in the room is a separate job.

Every source was read at its own site on 26 September 2026. This is general information, not legal advice: a body's own articles, bylaws or standing orders come first, and the company secretary, the clerk or a lawyer is the person to ask about a particular meeting. EdCitation never writes anyone's minutes, but where minutes name a report or a policy, its Cite a source builds the full reference from a DOI, an ISBN or a web address, free with no account.

What should meeting minutes include?

Minutes should let someone who was absent see who met, whether they could decide, what they decided and who must act next. The Charity Commission (2024) calls minutes the written legal record of a meeting, and its list and the Chartered Governance Institute's guidance for boards (ICSA, 2017) cover much the same ground.

What goes at the top of the minutes?

The heading names the body, the kind of meeting and its date, time and place. The Charity Commission (2024) lists the charity's name and the meeting's type, date, time and venue. For boards, the CGI guidance adds the way the meeting was held, such as in person or by telephone (ICSA, 2017).

Online and hybrid meetings

The platform takes the place of the venue. The CGI guidance also suggests recording where remote directors are sitting (which matters to a company that must show where it is managed and controlled for tax), the time zone, and the clause allowing remote attendance: suggestions, not requirements of the Companies Act.

How do you record attendance, apologies and quorum?

List everyone present by name and role, then the apologies, then the quorum where it could be doubted.

Attendance

For councils in England and Wales, paragraph 40 of Schedule 12 to the Local Government Act 1972 requires the names of the members present to be recorded. The CGI guidance asks boards to identify the chair and secretary, to separate directors in the room from those joining remotely, alternates and non-directors in attendance, and to note anyone not there throughout. Names and roles, the Charity Commission adds, help to show that the quorum was met.

Apologies and absences

Keep apologies apart from absences, as the CGI guidance notes some charities and public bodies do, and for good reason. A councillor who attends no meeting for six consecutive months ceases to be a member unless the authority approved the reason in time (Local Government Act 1972, s.85). A school governor in England absent for six months without the governing body's consent is disqualified (School Governance (Constitution) (England) Regulations 2012, schedule 4).

Quorum

The number comes from the body's rules or the law:

• A private company on the model articles: two directors, unless the directors fix more (model article 11).
• A Delaware corporation: a majority of all directors, unless the certificate or bylaws require more (8 Del. C. §141(b)).
• A maintained school's governing body in England: half the membership, rounded up, vacancies not counted (regulation 14).
• A parish council: one third of the members, never fewer than three (Schedule 12, paragraph 12).
• A charity whose governing document is silent: one third of the trustees plus one, the Charity Commission suggests.

Whether to write "the meeting was quorate" is disputed. Most respondents to the CGI consultation thought the attendance list enough, and the guidance suggests stating it only where doubt is possible, such as when a conflicted director leaves.

How should declarations of interest be minuted?

Name the person, the interest, and what the meeting did about it. Under section 177 of the Companies Act 2006, a director interested in a proposed transaction must declare its nature and extent, and may do so at a board meeting; under model article 14 that director is generally not counted for quorum or voting. The CGI guidance suggests the minutes name the director, record the conflict and whether they stayed, show they took no part, and confirm where needed that the meeting stayed quorate.

• Charities. The Charity Commission (2024) wants a standing agenda item on conflicts, and minutes naming who declared one and the steps taken.
• Schools. Under regulation 16, as the Department for Education (2026) sets out, anyone on a maintained school's governing body, or its clerk, who has a conflict discloses it, leaves the meeting and takes no part in the vote.
• Councils in Wales. A principal council must publish, within seven working days, a note of attendance, apologies, declarations of interest and decisions with vote outcomes (Local Government Act 1972, s.100C(1C)).
• US nonprofits. To rely on the presumption that pay or a property deal was reasonable, the records must note any action by a conflicted member, with the terms, the date, who was present and who voted (26 C.F.R. §53.4958-6).

The CGI guidance found companies tend to minute a conflict only when one is raised, and sees no need for a statement on conflicts at the start of every meeting.

How do you record the previous minutes and matters arising?

Record that the last minutes were approved, or approved as corrected. The Charity Commission says to approve them at the start of the next meeting, after which the chair signs, and to note any unresolved objection before signing. Robert's Rules Association (n.d.) says a correction made during approval is recorded only as approval "as corrected", and a later correction is made by a motion entered in the later minutes, the original left unaltered.

Matters arising is where earlier actions are followed up, often from an updated action schedule, says the CGI guidance; an objection raised for the first time at approval is a new matter arising, not a reason to rewrite the record.

How much of the discussion should the minutes record?

The sources disagree, and the body's own rules decide. Robert's Rules Association (n.d.) holds that minutes record what was done, not what was said, and calls a summary of discussion improper. The Charity Commission (2024) asks for a summary of each item, full reasons for each decision and the information behind it, with more for complex or high-risk decisions. The CGI guidance sits between: never verbatim, but the key points, challenges and reasons, so a later reader can see the decision was made properly.

Which rule wins

A charity in England and Wales following the Commission's guidance writes the fuller record. A society whose bylaws adopt Robert's Rules follows the manual, though the association's summary of its 12th edition says an assembly may specify different content (Robert's Rules Association, 2020). The CGI guidance notes that some companies with US listings keep minutes brief because of the risk of disclosure in litigation, while itself favouring a little more on why a decision was made.

How do you record decisions, resolutions and votes?

Write each decision in the exact words agreed, with the vote where the rules require it. The Charity Commission asks for the exact wording of resolutions, and who voted and how unless the ballot was private. The CGI guidance suggests "It was resolved that" for a board and "It was agreed that" for a committee.

When the vote itself must be minuted

• Parish councils. Any member may require a vote to be recorded showing how each member voted (Schedule 12, paragraph 13).
• English councils' budget meetings. Names of those voting for, against and abstaining go into the minutes immediately (Local Authorities (Standing Orders) (England) (Amendment) Regulations 2014).
• Robert's Rules. Section 48:5(2) of the 12th edition says when the counts are entered, according to the association's summary; the manual is sold in print and was not read for this guide.
• Dissent. A director who asks for dissent to be recorded is normally named, says the CGI guidance.

What Form 990 and state law ask

Form 990 asks whether a nonprofit contemporaneously documented the meetings and written actions of its board and of committees with authority to act for it. The Internal Revenue Service (2026) accepts approved minutes, email or similar writings explaining the action, when it was taken and who decided, made by the later of the next meeting or 60 days. State law sets the duty to keep them: California's nonprofit public benefit corporations must keep minutes of members', board and committee proceedings (Cal. Corp. Code §6320), and a Delaware corporation needs an officer to record stockholders' and directors' meetings (8 Del. C. §142(a)).

How do you record actions, the next meeting and the signature?

Actions and the next meeting

Give each action an owner and a date. The CGI guidance says minutes should show who is responsible and by when, where a deadline was agreed, keeping to board-level actions. The Charity Commission lists the actions needed to carry out decisions, and the date, time and venue of the next meeting. A school chair's emergency decision, the Department for Education adds, is recorded in the governing body's minutes.

The signature, and how long minutes are kept

The chair signs once the minutes are approved, usually at the next meeting. Company minutes authenticated by the chair are evidence of the proceedings (Companies Act 2006, s.249), and board and general meeting minutes are kept at least ten years (ss.248 and 355). Council minutes are signed at the same or next suitable meeting by whoever presides, and loose leaves are allowed if numbered and each initialled (Schedule 12, paragraph 41). A school's clerk ensures the chair signs at the next meeting, subject to approval (regulation 15). The Charity Commission asks trusts and unincorporated associations to keep minutes at least six years; charitable companies must keep them ten.

How are confidential items and private sessions minuted?

Record that people were excluded and why, and keep the confidential detail apart. The CGI guidance suggests that minutes of a meeting held in two parts say clearly which part was public and which private. A principal council may exclude the public by a resolution naming the business and the category of exempt information in Schedule 12A (Local Government Act 1972, s.100A); those parts can be left out of the minutes open to inspection, with a summary where the rest would not be a fair and coherent record (s.100C). A school governing body may withhold material about named staff or pupils, or anything it judges confidential, from the minutes it makes available (regulation 15(3)). For privileged legal advice, the CGI guidance prints a suggestion of a separate annex marked privileged and confidential.

A checklist before the chair signs

1. Heading: body, kind of meeting, date, time, place or platform.
2. Attendance, apologies and absences listed apart; quorum shown where it could be doubted.
3. Each interest: who, what, and the step taken.
4. Last minutes approved, or approved as corrected.
5. Each item's key points and reasons, to the depth your rules ask.
6. Decisions in exact words, with votes where required.
7. Each report or policy named with a full reference, built by EdCitation's Cite a source; a list of them checked with Verify references.
8. Actions with an owner and date; next meeting set.
9. Confidential items in their own part.
10. Marked "draft" until approved, as the CGI guidance recommends, then signed.

Which EdCitation tools help with minutes?

EdCitation's Cite a source is the best tool for the documents minutes refer to, because it looks each one up in the record instead of writing the reference, and company minutes signed by the chair are evidence of what happened (Companies Act 2006, s.249). Run again on 27 September 2026 on the DOI of the G20/OECD corporate governance principles, it returned from Crossref:

OECD. (2023). G20/OECD principles of corporate governance 2023. OECD Publishing. https://doi.org/10.1787/ed750b30-en

On the address of the Charity Commission's guidance, it returned an APA entry beginning "Charity Commission. (2024, July 19). Charity meetings. GOV.UK.", dated by the page's update of 19 July 2024. Take the Commission's full name before building the entry, as the tool allows for any web page; how to cite a website in APA 7 shows the pattern, and what is a DOI explains the identifier.

Check your paper reads an assignment's or a brief's instructions into a checklist, each rule shown with its sentence, free. Given the minutes section of the Commission's guidance, it returned no rules and set aside 15 sentences as not checked, among them "The chair should then sign the minutes and store them safely." Most of the Commission's list, from the charity's name to the next meeting's date, appeared in neither part. It is built for word limits, headings, sources, style and formatting, so for minutes the table above is the checklist; for a board paper or tender brief it does the job, as how to read an assignment brief shows, and Find sources searches about 300 million published works for the evidence.

EdCitation never writes minutes and does not judge whether they meet the law. Everything named here is free with no account; Pro ($8 a month) and Max ($24) are for checking papers.

Quick questions

Do meeting minutes have to record who said what?

Usually not. Robert's Rules records only what was done, and the CGI guidance names people in set cases, such as a conflicted director or a recorded dissent.

Should minutes say the meeting was quorate?

Where there could be doubt, yes. Otherwise the attendance list usually shows it.

Who signs meeting minutes?

The chair, once the minutes are approved, usually at the next meeting. Company law, council law and the school governance regulations in England all say so.

Do minutes need to record how people voted?

Only where the rules require it, such as on request at a parish council, at an English council's budget meeting, or under the Charity Commission's guidance. Otherwise the result and the exact resolution are enough.

Which EdCitation tool helps with the contents of minutes?

Cite a source, for the reports and policies the minutes name: it builds each reference from the record. EdCitation never drafts the minutes themselves.

References

• Cal. Corp. Code § 6320 (2005). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=6320
• Charity Commission for England and Wales. (2024, July 19). Charity meetings (CC48). GOV.UK. https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
• Companies Act 2006, c. 46. https://www.legislation.gov.uk/ukpga/2006/46/section/248
• Companies (Model Articles) Regulations 2008, SI 2008/3229. https://www.legislation.gov.uk/uksi/2008/3229/schedule/1
• Del. Code Ann. tit. 8, §§ 141–142 (2026). https://delcode.delaware.gov/title8/c001/sc04/index.html
• Department for Education. (2026, July 15). Maintained schools: Governance guide. GOV.UK. https://www.gov.uk/government/publications/maintained-schools-governance-guide/maintained-schools-governance-guide
• ICSA: The Governance Institute. (2017). Minute taking [Guidance note]. The Chartered Governance Institute UK & Ireland. https://www.cgi.org.uk/media/mpjeexxj/minute-taking.pdf
• Internal Revenue Service. (2026, April 30). Instructions for Form 990: Return of organization exempt from income tax (2025). https://www.irs.gov/instructions/i990
• Local Authorities (Standing Orders) (England) (Amendment) Regulations 2014, SI 2014/165. https://www.legislation.gov.uk/uksi/2014/165/regulation/2
• Local Government Act 1972, c. 70. https://www.legislation.gov.uk/ukpga/1972/70/schedule/12
• Rebuttable presumption that a transaction is not an excess benefit transaction, 26 C.F.R. § 53.4958-6 (2026). https://www.ecfr.gov/current/title-26/chapter-I/subchapter-D/part-53/subpart-K/section-53.4958-6
• Robert's Rules Association. (n.d.). Frequently asked questions. Official Robert's Rules of Order website. https://robertsrules.com/frequently-asked-questions/
• Robert's Rules Association. (2020). What's new in the 12th edition of Robert's Rules of Order Newly Revised [PDF]. https://robertsrules.com/wp-content/uploads/2020/08/CHANGES-IN-12TH-ED-Adopted-by-Authorship-Team-SG-v2.pdf
• School Governance (Constitution) (England) Regulations 2012, SI 2012/1034. https://www.legislation.gov.uk/uksi/2012/1034/schedule/4
• School Governance (Roles, Procedures and Allowances) (England) Regulations 2013, SI 2013/1624. https://www.legislation.gov.uk/uksi/2013/1624/part/4