Board meetings are the most crucial activity of your board of directors. And minutes of those meetings are among the most important documents your organization will ever produce. But is your nonprofit doing all it should in preparing its minutes? And is it done in a way that will protect your nonprofit against future problems?
Different states have different rules about board meetings and minutes, so check with your attorney to ensure that you’re meeting those requirements. Here are some general best practices to consider when drafting the minutes.
What to include
Starting with the basics, meeting minutes should cover such fundamentals as the date and time, whether it was a special or regular meeting, and the names of directors in attendance as well as names of directors who didn’t attend. The minutes also should include:
- Whether a quorum was reached,
- Any board actions (motions, votes for and against, resolutions and so on),
- Whether any board members left and re-entered the meeting — for example, in a case of a possible conflict of interest, and
- Any abstentions from voting or discussions.
Additionally, include in the minutes summaries of key points from reports presented to the board and of alternatives considered for important decisions. For example, describe how you evaluated bids for contractual work on a building project. And here’s an important component: The minutes should record action items — that is, follow-up work that will be needed and who’ll be responsible. Last, all information in the minutes should be presented clearly and succinctly. (See the sidebar “Style counts.”)
How much is enough?
There isn’t a particular requirement about how much detail should be recorded in your minutes. But attorneys often advise their clients to include enough information so that the minutes can be offered as evidence that an action was properly taken and that directors fulfilled their fiduciary duties.
Conversely, your minutes shouldn’t include any information that, if examined, could be used against your organization. When in doubt about the depth of detail to include in your minutes, consult your attorney.
Executive sessions are handled differently from normal board meetings. At times, your board likely will meet “behind closed doors” to discuss particularly sensitive or confidential issues, such as key person salaries or a staff termination. Details of these sessions shouldn’t be included in the board meeting minutes, although a notation that the board moved to an executive session should be made.
Details of an executive session can be communicated to board members in some other form. Nonprofit attorneys sometimes advise their clients not to label this communication as “minutes.”
Timing is important
Generally, your minutes should be ready for inspection by the next board meeting or within 60 days of the date of the original meeting, whichever comes first. IRS Form 990 asks whether there is “contemporaneous” documentation of the board and board committee meeting minutes or written actions. IRS rules don’t impose a penalty for “non contemporaneous” documentation. But the agency is clearly placing importance on the timeliness factor.
The IRS connection
If your organization is ever audited by the IRS, your meeting minutes likely are among the first documents the agency will request to see. Keep in mind that any attachments, exhibits and reports can be considered part of the minutes.
In addition to providing proof of tax compliance, meeting minutes can serve as evidence in court. For example, if someone alleges that the board made a poor financial decision, board meeting minutes can be used to present the financial data and reasoning used to make that decision.
Your board meeting minutes deserve special attention for numerous reasons. They’re the history of your organization in a nutshell — or at least the board’s role in it. Retain your board meeting minutes as permanent records, and make sure that your nonprofit’s changing leadership knows how to retrieve past minutes if necessary.
Sidebar: Style counts
Many not-for-profits today strive for transparency. But your board isn’t being open about its transactions if its meeting minutes are so abbreviated, or muddled, that only the keenest insider can understand the full meaning.
The person assigned to take minutes at your organization’s board meetings should produce minutes that are a clear, accurate and complete report of all actions taken. Simple and unambiguous wording works best.
With that goal in mind, it’s a good idea to have a second person review the meeting minutes. That person (as well as the original writer) should ask, “Would this report make sense if I hadn’t been at the meeting, and had been unfamiliar with the issues addressed? Would I be able to see at a glance the information provided and decisions made?” A good way to make your minutes reader friendly is to use the journalism ingredients of who, what, where, when — and, if needed, why.