How to Score a Home Run with Documenting Your Board Meeting Minutes
Minutes of your board of director’s meetings may seem like a mere formality, but they are much more than that. Board meeting minutes reflect on your board of directors and also reflect on your organization’s actions. Savvy nonprofits don’t bunt their way through creating these documents, instead they try to hit them “out of the park.”
Here are some best practices for developing minutes that will document your meetings clearly and accurately.
Cover the Basics
Meeting minutes should cover such fundamentals as the date and time of the meeting, whether it was a regular or a special meeting, and the names of the directors attending, along with names of those not attending. The minutes should record any board actions (such as motions, votes for or against, and resolutions). They also should note whether a quorum was reached, whether any board members left and reentered the meeting — such as, in the case of a possible conflict of interest — and whether there were any abstentions from voting or discussions.
Additionally, minutes should include summaries of key points from reports to the board and of alternatives considered for important decisions. For instance, describe how the board evaluated bids for outsourcing IT work, or chose a particular venue for a fundraising event. Another important component is that the minutes should record action items — any follow-up work that will be needed — and who is to be responsible for carrying them out. Lastly, all information in the minutes should be presented clearly and succinctly.
There’s no particular requirement about how much detail should be recorded in your minutes. Attorneys often advise their clients to include enough information so that they can be offered as evidence that an action was properly taken and that directors fulfilled their fiduciary duties. When in doubt about the depth of detail to include in your minutes, consult your attorney.
Make Note of Private Sessions
There may be times in which your board likely will need to meet “behind closed doors” to discuss particularly sensitive or confidential issues, such as a staff dismissal or key persons’ salaries. Details of these sessions should not be included in the board meeting minutes, although a notation should be made that the board moved to an executive session. The notation should provide the general topic of the session. Also, organizations should be aware of their state’s Sunshine Laws that may require open meetings and outline exactly what must be documented.
Details of an executive session can be communicated confidentially in some other form. Nonprofit attorneys sometimes advise their clients not to label this communication as “minutes.”
Evidence and Support
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,” or timely, documentation of the board and board committee meetings in minutes or written actions.
If your organization is audited by the IRS, minutes of its board meetings are likely to be 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.
Meeting minutes can also serve as evidence in court. For example, if someone alleges that the board made a hasty decision in cutting a program, board meeting minutes can be used to present the data that was considered when making that decision.
Many not-for-profit organizations today strive for transparency. However, your board isn’t being open about its transactions if the board meetings’ minutes are so abbreviated that only the keenest insider can understand the full meaning.
The secretary or person assigned to take minutes at your organization’s board meetings should produce minutes that are a straightforward and complete report of all actions taken and the basis for any decisions. Simple and unambiguous wording works best.
With that goal in mind, it’s always a good idea to have a second person review the meeting minutes. That person (as well as the secretary or person assigned to take minutes) should ask, “Would this report make sense if I were not at the meeting, and had been unfamiliar with the issues addressed? Would I be able to see at a glance, the information provided and the decisions made?”
Holding up Under Inspection
Always keep in mind that it’s possible for the minutes of your board’s meetings to be viewed by many sets of eyes. It is in the organization’s best interest to make sure that they show the real score.
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