Nonprofit Board Operations: Minutes

It’s the room where it happens. Where the decisions are made, goals are discussed, and milestones are celebrated. When your board of directors formally gathers, it is a meeting of the minds that keeps your nonprofit organization’s operations moving forward and reaching toward new heights. And with such important items being discussed and decided upon in these assemblies, it is imperative to take prepare appropriate minutes, both for future reference and for official documentation.

Why the need for all the formalities? A nonprofit’s board meeting minutes are legal documents offering evidence of thoughtful decision-making that is aligned with the organization’s bylaws and goals . They are also a record that the board is operating in accordance with legal requirements, including those established by the nonprofit corporations law in their state of incorporation, as well as other requirements set forth by the IRS and state charity regulators s. In the event of an audit or inquiry from one of these regulatory entities, the corporation’s certified minutes must be provided to the regulator. Importantly, well-prepared minutes will provide sufficient evidence that the board of directors acted in accordance with all laws governing the organization, as well as its  bylaws, and that each director met their fiduciary duties to the organization. Minutes can also be critical in the event of litigation. And of course, minutes are the repository of valuable institutional memory.

With such importance placed upon the minutes, there are essential steps that must be taken to ensure they are properly prepared.

First, avoid the common mistake of recording too many details, like trivial statements or casual conversations. Board meeting minutes should be concise but complete, outlining the most pertinent information while including:

• A location, date, start and end time of the board meeting.
• The names of the directors present and absent and the means of participation (i.e., in person, phone or video), as well as any guests in attendance.
• How and when notice of the meeting was provided to the directors.
• The presence of a quorum pursuant to the organization’s bylaws.
• A summary of actions and basis for decisions, including a list of any documents reviewed (which should be attached to the minutes) and discussion points of issues raised. Note that certain key decisions will require more detailed information to sufficiently document that the directors met their fiduciary duties in completing a thorough review and analysis.
• The names of those initiating and seconding motions
• A exact wording of each resolution or motion made (whether or not voted upon), and for each vote, noting unanimity or containing a breakdown or yeas, nays, and abstentions.
• A summary of key action items and next steps.

Second, once drafted, board meeting minutes should be circulated to the board for approval no later than 60 days of the meeting (but, ideally, much sooner). Once approved, the minutes should be certified via the Secretary’s signature on an attached Secretary’s Certificate verifying that the minutes are correct and accurate. This certification serves as legal proof that the meeting occurred and that the minutes accurately described the discussion  as reported. For some nonprofits or for certain key decisions, a nonprofit may want to engage an attorney to prepare or review their pre-certified board meeting minutes to ensure that all is documented correctly.

Our attorneys are here to help keep your nonprofit’s affairs and documents in order. Contact us to learn more or to schedule a consultation.