52 Tips in 52 Weeks: Board Meeting Minutes are Important Now and Always

September 18, 2020

Things are changing at what feels like lightning speed. It seems that if I turn off my mobile phone for just an hour or two, I miss all kinds of news headlines and updates that impact my work, family, and community. It’s more important than ever to keep careful records and notes — for the very practical reason that it’s difficult to remember the important details, especially in a constantly changing environment. The same is true for nonprofits.  Your board president may ponder, did we remember to complete the conflict of interest forms this year?  Did we complete the annual evaluation of the executive director? Did we look at the last quarterly financial statement?  Did we approve our budget prior to the start of the fiscal year?  What did we discuss or vote on at the last meeting?  Sure, many of these things, you may be able to recollect off the top of your head with little trouble, but despite that fact, board meeting minutes serve a crucial role.  As the Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector states,  “Accurate minutes reflecting board and committee actions should be kept and distributed to all board and committee members” and “Committees with decision-making authority should report any committee actions or decisions to the full board. Those decisions must be reflected in the board minutes.”

Sure, we know that minutes are the business records of the organization. We also know well that minutes should be kept of all board meetings, as well as committee meetings where the committee is making decisions on behalf of the board.  The IRS Form 990 also has a question about minutes and asks whether the organization keeps contemporaneous documentation of its meetings.[1]  State laws too, often require written minutes and will sometimes specify timing and inspection of the minutes.

Minutes are not official until they have been approved by the board (or committee) at the next meeting. It’s appropriate to have the person who is responsible for the minutes sign the minutes that have been submitted to the board. It’s important to store board meeting minutes in a consistent and secure location (paper files and/or electronic records), which helps to protect this historical documentation for an organization.

Board minutes keep all members informed of actions taken and those that need to be taken in the future. A few of the key items that should be included are:

  • Information that identifies the meeting (the kind of meeting, name of the group, date, beginning and ending time, location, who was in attendance); who chaired the meeting and if meetings from the previous meeting have been approved
  • What actions (motions) were taken.

While writing minutes is not my favorite activity, I do always feel a sense of accomplishment and closure when I finish up a set of minutes from a board or committee meeting.  It’s a good practice to carefully and consistently finalize your board meeting minutes so that you can maintain a record of actions and decisions, and move one step closer to meeting your organization’s important mission.

Many organizations wonder if they must, or should, share their board meeting minutes with members of the public.  The law does not require this disclosure, and the board should be able to rely on the privacy of the minutes so it can engage in full and frank discussion while gathered at a meeting.  That said, it may be advisable to keep minutes in such a way that the information about what has taken place is recorded, but names and editorial comments are not included.

For more information on meeting minutes, we encourage you to check out the Standards for Excellence educational resource packet, Board Member Responsibilities, which includes a set of guidelines for writing minutes as well as a set of sample meeting minutes. In addition, this packet features helpful resources and discussion on topics such as proxy voting, governance and fiduciary responsibilities, bylaws, board policies, expectations for board members, as well as board member development, training, and orientation.  

This educational resource packet and the full series of all packets  – including sample policies, tools, and model procedures to help nonprofits achieve best practices in their governance and management – can be accessed by contacting a Licensed Standards for Excellence replication partner, one of the over 150 Standards for Excellence Licensed Consultants, or by becoming a member of the Standards for Excellence Institute.

[1] The IRS defines contemporaneous as either by the next meeting of the board (or committee) or by sixty days following the meeting, whichever is later.

Amy Coates Madsen is the Director Programs for Maryland Nonprofits and the Director of the Standards for Excellence Institute, a national initiative to promote the highest standards of ethics and accountability in nonprofit governance, management, and operations, and to facilitate adherence to standards by all organizations. The Standards for Excellence Institute is a program of the Maryland Association of Nonprofit Organizations where Amy has served for more than twenty-four years. Amy is responsible for coordinating all aspects of the association’s comprehensive ethics and accountability program and efforts to replicate the program nationally. She serves as a frequent trainer and writer in the areas of board conduct, program evaluation, program replication, fundraising ethics, and nonprofit management. She has taught courses on nonprofit ethics and accountability at the Johns Hopkins Institute for Policy Studies Certificate Program on Nonprofit Management.