For many nonprofits, it is difficult to find that rare person who delights in writing board minutes and has an aptitude for the task! Hopefully, you have a person with that special talent who creates perfect minutes for every board meeting.
Of course, board minutes serve as the business records of the organization and should be kept for all meetings of the board. In addition, minutes should be kept for committee meetings when the committee makes decisions on behalf of the board. In many states, it is legally required for nonprofits to keep minutes in a written form, or any other form, which can be converted in a reasonable time into a written form for visual inspection. Even the latest IRS Form 990 also includes the question, “Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the governing body and each committee with authority to act on behalf of the governing body?” (Part VI, Section A, line 8a and 8b).
Board minutes keep all members informed of actions taken and those that need to be taken in the future. They should state who is in attendance, who presided at the meeting, when the meeting started and ended, and what actions (motions) were taken. The minutes may, but need not include materials that would explain (briefly) the “why” of a decision. They should NOT include a recitation of all discussion that took place or any of the personalities involved. Minutes are official once they have been approved by the Board (or committee) at the next meeting.
Did you know? The Standards for Excellence® Educational Resource Packet, Conduct of the Board includes guidelines for writing board minutes and a sample set of board minutes. The packet is free and available to Standards for Excellence Institute® members. It is available through the members only section of our website. Hard copies are also available upon request.
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