If you believe the documented minutes of your non-profit’s board meetings are merely a formality, think again. These minutes can become crucial documents, especially in situations such as an IRS audit or legal action against your directors resulting from a board decision. Therefore, it’s critical that your minutes accurately capture essential information and are reviewed by a second party before being concluded and disseminated. Note of the following considerations for effective board meeting minutes.

Level Of Detail For Board Meeting Minutes

First and foremost, board meeting minutes should be clear and focused, yet detailed. Certain information is fundamental — for instance:

• The meeting’s date and time
• Whether it was a special or regular meeting
• The names of directors attending, as well as those who didn’t attend
• All board actions, including motions, votes for and against, and resolutions

 
Some information may not seem critical to include, but it is. Your meeting minutes should indicate whether board members left and/or re-entered the meeting (for example, in the case of a possible conflict of interest) and whether anyone abstained from voting or discussions. Also include any action items and who will be responsible for carrying them out. And summarize key points from reports to the board and alternatives considered for important decisions. If you aren’t sure about how much detail to include in your minutes, consult legal counsel.

Reviewing For Clarity & Accuracy

The individual assigned to take minutes at your organization’s board meetings should produce a straightforward report that summarizes actions taken and describes the basis for any decisions. Simple and unambiguous wording is best. But if meeting minutes are so abbreviated that only the keenest insider can understand them, your leaders aren’t meeting their obligation to be open and transparent.

So have a second person review your meeting minutes. That person and the original writer should ask whether the report would make sense if they hadn’t been in the meeting or were unfamiliar with the issues. The minutes then 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.

Throughout this process, keep in mind that if your organization is ever audited by the IRS, your meeting minutes likely will be among the first documents requested. In addition, any attachments, exhibits and reports generally are considered part of the minutes and also will be reviewed. Finally, meeting minutes can serve as evidence in court.

Public Documents

The bottom line: Board meeting minutes are public documents and may, at some point, be reviewed by anyone from auditors to major donors to insurers. Make sure your minutes will be ready for their close-up. Contact us with questions.