During our audit period, DLA’s board did not accurately record all the decisions made and actions taken during its meetings in the meeting minutes. The board’s legal counsel provided us with copies of the official minutes of all monthly meetings of the board of trustees and committees held during the audit period. We reviewed the minutes and noted significant deficiencies in the quality, content, and completeness of details. Examples of these deficiencies include insufficient summary of the discussions (minutes consisting of a meeting agenda with check marks next to each agenda item and no further details about what was discussed) and a lack of documentation of executive sessions6 (only 4 out of 23 executive sessions had recorded minutes).
Creating accurate and sufficiently detailed board minutes is an important responsibility of the board. Well-documented board actions provide transparency to stakeholders, provide legal protection, and establish ownership of decisions made and actions taken by the board. Without an accurate record of board meetings, there is a lack of transparency, and stakeholders may not be able to fully understand the board’s decision-making process.
According to Section 22(a) of Chapter 30A of the Massachusetts General Laws,
A public body shall create and maintain accurate minutes of all meetings, including executive sessions, setting forth . . . a summary of the discussions on each subject . . . [and] the decisions made and the actions taken at each meeting.
Reasons for Issues
According to the board’s chair, the task of creating and maintaining sufficient board meeting minutes requires the commitment of a dedicated individual, and the board had difficulty recruiting and retaining a board secretary. This resulted in the board chair keeping the minutes in addition to conducting the meeting. The chair said that because of this dual role, he found it difficult to create and maintain accurate minutes.
DLA should recruit and retain a board secretary to ensure that sufficiently detailed meeting minutes are created.
The Board has adopted the [OSA] recommendation and has already acquired recording equipment to record Board meetings to ensure greater accuracy of minutes. The recording equipment is currently in use.
Based on its response, DLA is taking some measures to address our concerns in this area. However, we again recommend that it recruit and retain a secretary to ensure that sufficiently detailed written reports of all meetings are created, as required by Section 22(a) of Chapter 30A of the General Laws.
|November 19, 2018