Whether your organization is a for-profit, a non-profit corporation, a limited liability corporation, a partnership, or a governmental entity, chances are your state government requires that your organization hold periodic meetings. These meeting are recorded in a written form known as minutes. In the case of Arizona incorporated cities and towns, A.R.S. Title 9-234B states “The common council shall cause the clerk to keep a journal of its proceedings and a record of all ordinances adopted, and at the request of any member, shall cause the ayes and nays upon any question to be taken and entered upon its journals”.
The recording of minutes is an important requirement because the words spoken and actions taken can be, and often are, used as evidence that elected officials are not only in compliance with laws and regulation, but also are acting in the best interests of their constituents, the taxpayers. Due to the legal importance of these recordings, they should include, at a minimum, the following:
- A heading that states the name of the entity and governing body
- The time, date and place of the meeting
- If it is a special or emergency meeting
- Members in attendance (noted when members leave and return)
- Other attendees such as employees, residents, guest speakers, etc.
- The voting results of members and whether they abstained from voting. Was a quorum present?
- Actions of the council or board such as resolutions, approvals, tabling of subject, etc.
- Approval of prior minutes
- Record of adjournment
- Time and date of the next meeting
The minutes clerk should be mindful of what is written and it should be documented in a clear, correct, and well supported manner in order to be understood by someone who was not in attendance or who may not be familiar with topic discussed. In addition, what is written can be used against the organization or those charged with governance, so it is important that the clerk conveys the intentions and actions accurately to prevent misinterpretations by readers.
For more information on Arizona state statute for cities and towns visit http://www.azleg.gov/ArizonaRevisedStatutes.asp?Title=9
By Chris Hardison