1. MINUTES WRITING Institute of Certified Public Secretaries of Kenya 31 March, 2016

2. MINUTES WRITING

3. OBJECTIVES OF THE SESSION 1.To appreciate some basic techniques in minutes writing. 2.To appreciate the process of handling and dealing with minutes.

4. MINUTES SHOULD CAPTURE……. Decisions made by a meeting. Eg, motion adopted, outcome of a vote, preliminary agreement reached, etc The next steps to be taken. Some resolution mad be impractical and impossible to implement, or require clarification on how to proceed with implementation. Identify and track action items. This will ensure that meetings are not merely a talking shop.

5. PRELIMINARY ISSUES Meeting must be well planned-clear agenda, expected results, venue, other meeting facilities, etc. Meeting papers must be circulated in good time, eg board papers, and properly prepare. Arrange a pre-meeting with Chairman of the meeting to review issues and agree on the approach to some issues.

6. PRELIMINARY ISSUES- CONT’D The Secretary should understand the nature of the meeting so as to know what information needs to be captured. In some situations, it is possible to develop a template in advance (do minutes in advance) and amend as necessary during the session. Use name tags/table plan to ensure proposers and seconders are correctly captured.

7. PRELIMINARY ISSUES- CONT’D Study the meeting papers in advance. Seek clarification from responsible person in advance, eg technical terminologies. Review previous minutes for clarity of some issues, such as names of organizations or people used. Be clear about the prevailing tradition/style familiar to participants.

8. PRELIMINARY ISSUES- CONT’D Find out how, where and by whom the minutes will be used. Will help to determine the details required at minutes taking. Ensure you have all your correct equipment-pens, pencils, computer, note book, spare copies of the agenda, etc. Take a neutral position on the issues and arrive early and set up and welcome people.

9. MINUTES TAKING & MINUTES WRITING Appreciate that “Minutes are not a record of what was said, but a record of what was discussed” This justifies the use of past tense to write minutes, in a well-constructed language. Identify the right verbs to use (See Appendix B). It is also generally accepted today that if you pick on the tense to use, maintain that same tense throughout the minutes

10. MINUTES TAKING & MINUTES WRITING-CONT’D Avoid using people’s names except for motions or seconds. This is a business document, not about who said what. Avoid inflammatory or personal observations. The fewer adjectives or adverbs you use, the better. (An adverb is a word which modifies a verb or adjective)

11. EXERCISE (10 MINUTES) Activity: Undertake the exercise to help explain adverb and adjectives. 1.It appeared to have been handled with less care or with less attention to details. BUT NOT 2. It appeared to have been handled carelessly. (The second sentence is inflammatory)

12. MINUTES TAKING & MINUTES WRITING-CONT’D Write up the minutes soon after the meeting while things are still be fresh in everyone’s mind. Review notes soon after the meeting if not possible to write them up immediately Avoid own opinion or interpretation or judgmental phrases e.g. “heated debate” “valuable comment.” Action required must be clear-by who, when, where, how, etc.

13. MINUTES TAKING & MINUTES WRITING-CONT’D Style of minutes may vary between organizations. However, the key is to be able to improve the quality within the parameters set by your manager, by legal requirements and by the traditions of your organization. Record the message, not the words. “Words come from the mouth, but the message comes from the brain”. (Gutmann)

14. TYPES OF MINUTES Minutes of Resolution-Record the decision made only. No background information to help the user but:  Complies with the law  Simple. Preparation can run simultaneously with the meeting The problems may include:  Misleading. Portrays unanimity which may not exist  Difficult for user not at the meeting to follow

15. TYPES OF MINUTES-CONT’D Minutes of Narration-Provides background information leading to the decision. Hence:  Transparency  Absent user receives adequate information  Clearer intention of the resolution BUT requires good writing skills

16. QUICK EXAMPLE Minutes of Resolution-”resolved that the appointment of the Finance Director be approved” Minutes of Narration-”Several alternative work arrangements were considered and the cost of each to the company. It was clear that the proposed appointment of a Finance Director would be the most viable option.

17. QUICK EXAMPLE It was particularly pointed out that an in-house Finance Director would provide more value to the company. It was therefore resolved that the appointment of the Finance Director be approved” (See also Minutes Sample for Minutes of Resolution. Although within the law, but not encouraged)

18. PRELIMINARY APPROVAL OF MINUTES Obtain Chairperson’s approval before circulation to other members. Retain a record of your original notes until the minutes have been adopted or as long as reasonable. It must be clear on the surface of the minutes that the Chairman’s approval is for purpose of circulation not a true record of the proceedings.

19. CIRCULATION OF MINUTES Circulate to all other members after approval by the Chairman for their input. Deal with comments received from members. These may be simple or more fundamental. The former can be effected immediately while the latter may need to be exposed to all at the meeting

20. KEEPING OF MINUTES Safety and security of the minutes. Secretary responsible for custody of the minutes Ideally, Chairman should initial every page of the minutes A standard minute book is available for storage of the minutes

21. FOLLOW-UP ACTIONS Begins with Secretary’s ability to finalize the minutes in good time Secretary to prepare a timetable of actions arising and circulate to each person concerned. Include a deadline for their response Status report on action at next meeting Use Committees, where required.

22. USEFUL TIPS IN MINUTE WRITING Sit next to the chairperson Know every member well Create the right impression Listen and listen well Do not judge. Do not bring out your opinion in the tone of minutes Adopt a professional layout

23. OBJECTIVES FEEDBACK To appreciate some basic techniques in minutes writing. To appreciate the process of handling and dealing with minutes.

24. GROUP WORK 1.Group One: The issue of Directors’ remuneration needs to be concluded for presentation to the forthcoming annual general meeting for adoption. The chairman has now convened a meeting to discuss the matter. Required: Discus the agenda on directors’ remuneration and minute your recommendations.

25. GROUP WORK Group Two: Juma’s father has recently died and he was both a director and a shareholder of Okoa Investment Ltd (OIL). Information to that effect is in the public domain but there has been no official notification to the company. Juma has now appeared to attend a Board meeting to be followed by the AGM on behalf of his late father. Required: Opinion is divided on whether Juma should participate or not in both meetings. As Board, advise how to proceed, recording your decisions clearly.