Committee Minutes Are Key to Accountability By: Diana PowellESQ. 2013.11.21

The very word 'secrecy' is repugnant in a free and open society; and we are as a people inherently and historically opposed to secret societies, to secret oaths, and to secret proceedings.” -- John F. Kennedy

 401(k) retirement investment committees are formed by corporate boards of trustees.  Under the Employee Retirement Income Security Act (ERISA), members of these committees are charged with responsibility for “managing the investment process for the plan.” (DiBruno)  The members of the committee oversee the handling of the retirement plan.  It is the members of the investment committee that the law names as fiduciaries and who assume the accorded responsibilities and liabilities that come with accepting the position on the investment committee.

Once the retirement investment committee is formed and their responsibilities are defined, members must understand that they must hold regularly scheduled meetings to satisfy conditions under ERISA and to meet their fiduciary duties.  Besides holding these regularly scheduled meetings, the retirement investment committee members should choose a secretary or record keeper to take minutes at every meeting.  Accurately kept minutes are an integral part of meeting their fiduciary duty under ERISA and to their plan participants.

Minutes are “the records of the proceedings of a deliberative assembly … and should contain mainly a record of what was done at the meeting, not what was said by the members.” (Robert’s Rules of Order, 10th Ed.)  At every meeting of the retirement investment committee, accurate minutes should be kept.  “Documentation is one of the most important actions a committee will take to demonstrate that a prudent process is being followed.” (DiBruno)

The minutes should be consistently organized at each meeting.  They should always contain the date, the time, the list of members in attendance and any other people present, along with their titles and reason for attending if any.  Minutes from the previous meeting should be read and approved.  An agenda should be followed, reports given, and a record kept of actions taken or motions made.  Remember, the minutes should discuss the actions taken and record the people present, not what was said.

Keeping accurate and consistent minutes of retirement investment committee meetings is the key to committee member accountability to the plan participants and meeting their fiduciary duties under ERISA.  Committee members who regularly have meetings and consistently take minutes in accordance to the above guidelines are demonstrating their commitment of following a prudent process and better service to their plan participants.

Diana K. Powell

Diana K. Powell, Esq. joined Westminster Consulting in September 2012 as Senior Legal Advisor. Previously she was a sole practitioner who advised educational organizations, government bodies and private corporations. Diana was responsible for negotiating agreements for high-tech software corporations...

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