Board minutes are more than an administrative formality. They provide the official record of how your nonprofit’s governing body exercised its authority — and may become important during an audit, regulatory inquiry, insurance claim or lawsuit. Effective minutes should document decisions clearly without becoming a transcript of every discussion. The following practices can help your organization strike the right balance.
Document decisions
First and foremost, board meeting minutes should be clear, focused and sufficiently detailed. But they generally shouldn’t be a verbatim account of the discussion. Certain information is fundamental, for instance:
- The meeting’s date, starting and ending times, location or remote meeting method, and whether it was a regular or special meeting.
- The names of directors present and absent, along with invited staff members and guests when appropriate.
- Whether a quorum was present.
- All board actions, including the substance of motions, the text of formal resolutions, whether each action was approved and the vote’s outcome or tally. Individual directors’ votes generally don’t need to be identified unless required by applicable law or governing documents, or requested for the record.
Your meeting minutes should indicate whether board members left or re-entered the meeting — for example, because of a possible conflict of interest — and whether anyone abstained from voting or declined to participate in discussions. The minutes should record any disclosed conflict, the affected director’s absence and any dissent that a director asks to have entered in the record.
Also include any action items and who’ll be responsible for carrying them out. Summarize key points from reports made to the board and alternatives considered for important decisions. When the board relies on financial information, professional advice or other supporting materials, identify the materials reviewed or advisors consulted. Be careful not to record confidential or privileged communications. If you aren’t sure how much detail to include, consult legal counsel.
Review promptly
The individual assigned to take minutes should produce a straightforward report that summarizes actions taken and provides enough context to understand significant decisions. Simple, neutral wording is best. Avoid unnecessary commentary or a play-by-play of the discussion.
Have a second person review the minutes and ask whether they’d make sense to someone who wasn’t at the meeting. Your board or authorized committee should then approve the minutes according to applicable state law and your organization’s governing documents. Part VI of Form 990, “Return of Organization Exempt From Income Tax,” asks filing organizations whether meetings and written actions of the governing body and authorized committees were documented contemporaneously. For this purpose, the IRS defines “contemporaneous” as documentation completed by the next meeting or 60 days after the meeting or written action, whichever is later.
Know who may see them
Board minutes generally aren’t public documents under the federal disclosure rules that apply to Form 990 and exemption applications. However, regulators may have inspection rights under state law, and minutes may be obtained through litigation or shared with auditors, insurers, and funders. Prepare every set of minutes with those potential readers in mind. They should be concise enough to protect candid deliberation, but complete enough to show that your board acted carefully and in your nonprofit’s best interests.
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