Board Minutes – Moving the Past to the Future

You have to keep your audience in your mind; if you're writing stuff that you know nobody's going to care about then you should rethink what you're doing!— Paullina Simons

Designing a presentation without an audience in mind is like writing a love letter and addressing it: To Whom It May Concern.— Ken Haemer

We think about board meeting minutes describing what was discussed and what was decided—history essentially. Board minutes represent the past in our minds. But the past has a powerful way of informing the future.

What if we gave real thought to the purpose of our board minutes and how they could shape the future? Who reads board minutes? What purpose do they serve in the future?

More than almost any other nonprofit, health centers have a tremendous burden to ensure that board minutes are readable and clearly indicate compliance with HRSA requirements. Future board members might read these minutes to understand what was decided, but a HRSA reviewer certainly will read them to determine if your organization is still worthy of receiving significant taxpayer funding to fulfill the mission of providing high-quality healthcare to communities that otherwise lack access.

Board meeting minutes, then, are more than just a formality—they are a crucial record. They tell what happened, and they serve the future purpose of demonstrating that the health center did what it was supposed to.

Best Practices for HRSA Compliance

Here are the best practices we recommend to fulfill the requirements of Chapter 19 Element c in the HRSA Site Visit Protocol.

RECOMMENDATION #1: Track attendance with a simple table

(See Chapter 19, Element c, Question 5)

Getting a quorum at a board meeting is no small feat. Calculating quorum when you don't know who is on the board or how quorum is calculated is just as tough! A table like the one below can help health center leaders track their attendance.

Sample Attendance Table

RECOMMENDATION #2: Write “quorum established” in the minutes.

Different states and bylaws allow for different definitions of quorum. It is best practice to include this simple phrase in every set of minutes after the roll call. This makes it easy for a reviewer to know that a quorum was established for all 12 months of meetings.

RECOMMENDATION #3: Format the minutes in a way that makes the topics discussed easy to identify.

Minutes are intended to record the discussion that took place and the final action that was taken by the board through vote. It can help considerably to use a tabular format that outlines:

• The topic being discussed (see Recommendation #5 below)

• The discussion that took place - this should capture the key information that was shared, and call out any questions or clarifications the board was seeking through the discussion.

• The action taken - this is where the motion and the vote are recorded.

• The follow-up requested - this is where the follow-up actions are easily visible for future use.

The CFO presented the financial updates for the past quarter, highlighting revenue trends that have been more favorable due to increased 340B revenue. However, expenditures are also higher than expected due to the addition of a new provider at our Pleasant Valley clinic. The board discussed variances from the budget and asked for the executive team to clarify the plans to address potential budget shortfalls at the next meeting.

Motion to approve financial report made by Mike Johnson, seconded by Suzie  Johnson. Financial report approved unanimously.

CFO - Provide plans for addressing budget variances

Quality of Care

The Quality Director presented recent data on the percentage of patients screened for depression, which had increased from 45% to 52% over the last quarter. The board discussed strategies to further improve this metric, aiming for a goal of 60% by the end of the year.

Motion to implement a task force to address waiting times made by Amina Patel, seconded by Sofia Martinez. Task force approved.

CMO - provide plans to address increase in depression screening

Strategic Planning

The board reviewed the strategic plan draft, with emphasis on expanding service to underserved areas. The strategic plan included efforts to address financial management. The CFO also presented an accompanying capital expenditure budget in support of the strategic plan.

Motion to approve the strategic plan was made by John Stevens and seconded by Amina Patel. Motion carried.

Sample Minutes Table

RECOMMENDATION #4: Create a simple list of board actions and follow-up actions at the beginning or end of the minutes.

Reviewers are moving fast. They are reviewing hundreds of documents. Make it easy for them to know what actions happened in a meeting by pulling them together at the beginning or end of the minutes.

This creates an easy list of actions to know what happened in a given meeting. This can also be easily used to go back and update HRSA’s Form 1C-Documents on File when submitting the Budget Period Renewal or SAC/RD applications every 3 years.

In a similar way, add a section at the beginning of the minutes to capture any follow-up actions that were taken or report any actions taken by the board between meetings. This makes it easy for anyone to identify what actions have taken place.

Call out action items at the end of the minutes, and make sure that these items are addressed at the next meeting. Many times board members will ask simple clarifying questions during a meeting. Make sure these items are captured and that staff report responses either in the meeting or at a follow-up meeting.

RECOMMENDATION #5: Use the HRSA-defined topic headers. 

The HRSA Site Visit Protocol asks for examples of follow-up actions in 5 key areas:

• Program objectives,

• Service utilization patterns,

• Quality of care,

• Efficiency and effectiveness, and,

• Patient satisfaction including any patient grievances.

HRSA has provided a great table explaining what is expected for each of these topics.

Many of the questions in HRSA Site Visit Protocol, Chapter 19, Element c have to do with verifying if certain topics have been discussed. However, most minutes are organized by who is reporting, rather than what topic is presented.

For example, when talking about no-show rates, call it "Update on Service Utilization Patterns". Or, when the CFO provides updates on the health center’s cost per patient, label it "Efficiency and Effectiveness of Health Center Operations".

Conclusion: Keep the End in Mind

Regardless of what form your minutes take, remember that in the end, you are creating a record that is intended to be reviewed by future stakeholders of the organization - including HRSA reviewers. The time you take now to train your Board and staff who are responsible for the tasks of taking minutes will result in clarity and time saved in the future. Take the time to track attendance, record quorum, capture discussion, make a list of actions, and use the HRSA topics for headers. 

You don’t have to get it perfect the first time. Commit to improving these details and you will see improvements in clarity of communication in the Board and during future HRSA reviews.