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Board Minutes: Requirements and Best Practice

Board meeting minutes may seem unimportant after a meeting, especially when all Board members are present. So why is it so important to document the Board meetings properly? The minutes act as a chronological record of all key information about the organization, including Board actions, elections, and other reports. For some decisions, the minutes serve as the only written documentation that such an action occurred.

When recording minutes, the Internal Revenue Service encourages organizations to ensure meeting minutes and actions taken are contemporaneously documented. Documentation can include approved minutes, email, or similar writings that explain the action taken, when it was taken, and who made the decision. Contemporaneous in this context means “by the later of 1) the next meeting of the governing body or committee or 2) 60 days after the date of the meeting or written action”1. Policies should require minutes to be prepared relatively close to when the meeting occurred, which will help avoid missing details due to the amount of time that has passed. No specific requirements dictate what minutes should look like or what other conversations should be documented.

Every organization could have a different format to document minutes. The important thing to remember is the minutes should be concise and easy to understand by an outside party. If an employee or other Board member is going to be implementing an action, ensure enough detail is included to carry out the action as planned/approved.

How much detail should be included in the content of the minutes? Overall, the minutes should include name of the organization, date, time, place, special or regular meeting, attendees, those not in attendance, guests, if a quorum is established, when members leave and re-enter, who called the meeting to order, who prepared the minutes, action steps, and any board actions. As part of the actions, also document the number of dissenting and abstaining votes. An efficient way to ensure these pieces are present is to use a template with each of these pieces outlined. Examples of situations in which documentation of the decision is advisable are any unexpected change in officers, change of corporate name, adoption or amendment to the articles of incorporation and/or bylaws, execution of major contracts, real property transactions, debt borrowing, budget approval, major asset transactions, and any transaction not in the ordinary course of business. If in doubt, any decision that is significant to the organization should be documented.

For board discussion and actions, include documentation or summaries of discussion of alternatives to give a reader of the minutes enough information to determine if the Board showed diligence and reasonable care in their decision making process. Avoid documenting too much and treating the Board minutes as a transcript of the meeting. For example, if the Board is meeting to discuss a copier contract and a member who likes doing business with a certain company and proceeds into a discussion that does not factor into the final decision and adds no value overall, it is acceptable to not include this conversation in the Board minutes. This balance between documenting too much or not enough requires subjectivity on the part of the recorder.

Executive sessions also should not be documented pertaining to conversations held during this session. The minutes should document the time the Board goes into and exits executive session and the overall subject but does not have to include any other details.

For recordkeeping purposes, the minutes should be accompanied by a copy of the notice of the meeting and any important documents that are referenced in actions and also signed by the preparer. Board minutes should be kept in perpetuity, either in paper form or electronically.

For questions or additional information, please contact any member of the nonprofit team at Ketel Thorstenson.

1 https://www.irs.gov/pub/irs-pdf/i990.pdf

Best Practices, Board Meeting Minutes, Board Minutes, Board of Directors

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