If you think the recorded minutes of your nonprofit’s board meetings are just a formality, think again. Board meeting minutes can become critical documents if, for example, your organization is audited by the IRS or your directors are sued due to a board decision. That’s why it’s important that your minutes capture the right information and are reviewed by a second set of eyes before they’re finalized and distributed. Keep the following in mind.
Level of Detail
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, and
- 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 and 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.
You need to 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 will also 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. Olsen Thielen not-for-profit specialists are ready to assist your nonprofit with this and many other issues-give them a call.