What are minutes?
Minutes are the official record of the proceedings of a meeting.
Minutes are a governance measure that provide a glimpse into how the board of directors is overseeing an organization.
What should be included in nonprofit board minutes?
The minutes should provide a simple, clear explanation of what occurred at the board meeting (without being overly detailed). Avoid transcribing every word that is spoken. Instead, summarize.
We advise that the following information be recorded in minutes:
- The date and time of the meeting
- How notification of the meeting was given to board members
- The names of directors present and absent
- The names of other guests
- Whether a quorum was established
- Any board actions or resolutions taken and the votes (for, against, abstention) that action
- A brief summary of any reports or information presented to the board (these can be attached to the minutes)
- Any potential or actual conflicts of interest, and how those conflicts were handled
- The name of the person who prepared the minutes
Board resolutions and actions can be recorded very simply. For example, minutes can state:
Resolutions: The following resolutions were presented to the Board of Directors:
Resolution 1: Election of Officers. The following named persons were elected to officers and will serve as officers until their successors are elected and qualified: Julie Hanson: President; Jennie Chepa: Treasurer; Karen Marcy: Secretary. Vote: 10 For; 0 Against; 0 Abstained from the vote.
Resolution 2: Adoption of Bylaws. The attached bylaws were approved. Vote: 9 For; 1 Against; 0 Abstained from the vote.
Minutes and Bylaws
Your board of directors should understand the the bylaws govern the organization. The board’s actions must be in compliance with the bylaws. Board members should know important details like the number needed to establish a quorum, and what financial transactions must be approved by the board.
How are minutes approved?
Meeting minutes should be approved by the board at the next meeting. The board of directors should carefully review the meetings to ensure that it is an accurate record of the previous meeting. However, you should make sure that not too much time passes between meetings so that mistakes can be caught.
Do we have to keep copies of board minutes?
Yes, your organization must keep copies of all board meeting minutes. If the IRS or a state agency audits your organization, they may ask to see your board minutes. Minutes may be used to determine how decisions are being made in your organization. For example, if your organization approves a compensation package for several staff members, then the minutes should capture how that decision was made. Were steps taken to avoid a conflict of interest? Did the board look at what other similar organizations pay their staff members?