Writing board meeting minutes may seem like a purely administrative task, but in reality the board minutes are a key insight into the inner workings of a nonprofit organization. Having clear, concise board minutes is important for organizations of all sizes.
Board minutes need to be maintained for many purposes.
1. Minutes document the leadership decisions of an organization.
2. Certain grantors may request copies of board minutes when making decisions on funding.
3. Minutes are required in the organization’s bylaws.
4. IRS Form 990 requires organizations to keep written documentation of meetings.
5. If an organization has an annual audit, the auditor will review the minutes.
Here are a few items to consider to ensure that your minutes meet general best practices:
1. While many things are important to document in the minutes, here are some specific items to include:
- Voting or appointment of key board positions
- Budget adoption, including subsequent amendments
- Changes to executive compensation
- Bidding results for capital purchases
- References to closed sessions
- Conflicts of interest (including how potential conflicts were mitigated i.e., abstaining from vote or dismissal from discussion
- Changes to governing documents (bylaws, policies, articles of incorporation)
- Other significant items that would be best documented in writing
2. The minutes should be concise. A reader does not need to know every word spoken, just the highlights. A reader should have a basic understanding of what was discussed and what decisions were made.
- While there is an increasing trend to use audio or video to record meetings, minutes should still be written and summarize the meeting
3. Organize the minutes in a consistent format. While it may not seem that style is important, having a template can make reviewing the minutes easier
- The minutes should document who was at the meeting – this is especially important to document that quorum was met.
- A clear description of what was discussed, specific motions made, and results of votes should be included.
- The minutes should document who took them. Many times the secretary will take minutes, but another may choose to write the minutes for clerical purposes.
4. Minutes from the previous meeting should be disbursed to all board members and approved at the next meeting. Members should have the opportunity to propose corrections to the minutes prior to making them final.
5. Minutes should be maintained for subcommittees, such as finance or executive committees.
6. While not required, a best practice is that minutes be maintained in a central location. They may be kept in either electronic or paper format. Documents distributed at the meeting should be filed with the minutes.
If you have questions about writing or maintaining board meeting minutes, contact Yeo & Yeo’s Nonprofit Services Group.