Scenario 1: During a closed meeting, dealing with the dismissal of a senior employee, a contentious motion is passed. A Board member then adamantly demands that not only his negative vote, but also his reasons for voting against the motion be recorded in the minutes, word for word.

Scenario 2: A member brings a written statement to a meeting. In it she harshly criticizes another member and questions his competence, honesty, integrity and motives. The statement contains defamatory comments and unsubstantiated allegations. The member demands to read the statement "into the record."

What should be done in the above cases? Should the reasons for voting for or against a motion be recorded? Should defamatory comments be entered in the minutes on the demand of one member? The answer in both cases is no.

In general, minutes should be a record of what was done in a meeting, and not a record of what was said by individuals. If the minutes are to also summarize the discussion, this should be in an objective manner that captures key points made, without identifying those who made them. Instead of "he said, she said," the summary should only delineate the salient points made during the discussion, without attributing them to individuals. Note that summaries of discussions should not be recorded in the minutes of closed ("in-camera") meetings.

Your group should formally adopt a rule against recording verbatim minutes. Once established, such a rule should be adhered to, unless, on exceptional and rare occasions, the group collectively identifies a compelling reason for capturing individual comments in the minutes and orders that this be done.

It is especially important to follow the rule against verbatim minutes when sensitive issues are discussed, as in the above two scenarios. In the first one, recording reasons for voting in favor or against the dismissal of an employee can be extremely problematic if the minutes of the closed meeting inadvertently become public or if they become part of the evidence used in litigation against the organization. In the second case, defamatory comments (which should not be permitted in the first place) can become similarly problematic in a publicly available document.