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The following should not be construed as legal advice, for which the services of counsel should be obtained:
Q. How detailed should the content of library board minutes be?
A. There is general agreement that the minutes of any board’s meetings “…rank among the most important records… of board policy and… as a legal record upon which the members of the board can rely… [The minute book]… should include a record of every meeting and all business transacted at each meeting…. The exact wording of motions and resolutions is essential….” (School District Clerk in Union Free and Central School Districts, New York State Education Department, 1958).
Minutes of a board meeting should contain the following (adapted from School District Clerk, ibid):
a) Date and time of the meeting;
b) Type of meeting (regular or special, executive session);
c) Members present, members absent;
d) Other persons present;
e) Reading of minutes of previous meeting(s) and acceptance thereof*;
f) Reports of committees;
g) Unfinished business (business pending and/or undisposed of previously);
h) New business;
i) Date of next meeting;
j) Motion for adjournment.
Examples of what minutes may also contain:
1) Election of officers*;
2) Personnel appointments, with salaries*;
3) Salary schedule adopted for employees*
4) Copies of the budget as approved by the board of trustees;
5) Resolutions relative to budget revisions and transfers of funds;
6) Resolution designating depository of library funds*;
7) Appointment of attorneys, auditors, consultants, and fees*;
8). Report of annual audits and State audits, and resolution adopting such reports;
9) List of bills approved for payment or references to a bill schedule by number, date, and total amount*;
10) By-laws or regulations or rules adopted by the board*;
11) Any special topics discussed and action taken by the board*.
*Note: As required by the provisions of the Open Meetings Law, if a board takes formal action by voting, the minutes should indicate if the vote was unanimous, or the names of those board members who voted for or against, or who abstained:
1. Minutes shall be taken at all open meetings of a public body which shall consist of a record or summary of all motions, proposals, resolutions and any other matter formally voted upon and the vote thereon.
2. Minutes shall be taken at executive sessions of any action that is taken by formal vote which shall consist of a record or summary of the final determination of such action, and the date and vote thereon; provided, however, that such summary need not include any matter which is not required to be made public by the freedom of information law as added by article six of this chapter.
3. Minutes of meetings of all public bodies shall be available to the public in accordance with the provisions of the freedom of information law within two weeks from the date of such meeting except that minutes taken pursuant to subdivision two hereof shall be available to the public within one week from the date of the executive session (Public Officers Law s106)
Why are minutes of board meetings so important? “There is great importance in keeping proper meeting minutes because they are the only means the board has to provide proof of the decisions made…. Without meeting minutes, an organization does not have proof about the decisions made… [by the board]. Lack of meeting minutes would allow the IRS (and the general public) to question the organization’s compliance in following the organization’s bylaws, as well as board participation in following… [other applicable laws]” (Foundation Group. Why and How a Nonprofit Should Record Meeting Minutes, at: https://www.501c3.org/importance-of-nonprofit-board-meeting-minutes/ ).
Education Law s260-a requires that boards of public and association libraries comply with the requirements of the Open Meetings Law in regard to the taking of and publication of minutes of their meetings. The minutes need not be a transcript: “…[[I]t is clear that minutes need not consist of a verbatim account of what is said at a meeting or that they include a reference to each comment made during a meeting. So long as the minutes consist of a ‘record or summary’ of the items required to be included in the minutes …[they would be in compliance with Public Officers Law s106” (Op COG FOIL 1121, December 23, 1998). However, a board has the power to determine its rules of procedure, and “… may require that some or all of its discussions taking place at a particular meeting be recorded verbatim….” (Op State Compt 82-181, 1982).
Regardless of type of library , minutes of library board meetings must be kept forever. They are never discarded. Thus, the security and preservation of minutes is also important. For example: “Minutes are usually kept in a bound or loose leaf book…. Keep all minutes in one book. ….[E]xperience has shown that a single book is preferable. In this book (or set of books), all meetings of members and directors are recorded in sequence, by dates. .…Pages should be numbered. An index by subject, date and page is very desirable. It can be placed at the end of the minutes for the year when that volume is sent to be bound. The book should be treated as an entire unit. Pages should not be taken to the meeting or anywhere else. The entire book should be taken. ….[Trustees] may also correct the minutes to indicate official actions not already stated therein…. If changes in decisions or records (actual changes) are to be made, they may be indicated in the minutes of subsequent meetings- not by rewriting history” (Oleck, Howard L., Nonprofit Corporations, Organizations, and Associations. 6th ed. Prentice-Hall, 1994, pp. 670-1).