Tuesday, July 22, 2008

Agenda and Minutes of First Board Meetings

Your State law may provide for the minimum agenda for the first meeting of the organization. The Board members named in the Articles/Certificate of Incorporation are to receive at least five (5) day's notice of the meeting by mail to each trustee. The notice must state the time and place of the meeting. State statutes may provide that the Board shall adopt bylaws, elect officers, provide for initial members if there are to be members and transact any other business that may come before the first meeting.

At some point earlier than the statutory meeting described above the organizers should create an agenda for the first formal meeting of the Incorporating Board of Trustees. The agenda and the meeting should include approval of the name of the organization, reserving the name, approval of the expenditure for reserving the name, filing of the Articles/Certificate of Incorporation, the signing of the Articles/Certificate and the payment of fees to the State.

This initial meeting may also approve the filing for the Federal Employer Identification Number (FEIN or EIN). There is no charge for the FEIN and may be secured over the Internet or be telephone. An FEIN is similar to a Social Security number, but for businesses. You will need an FEIN to file the IRS Form 1023. The FEIN is an important part of the nonprofit’s identity so do not use it everywhere, such as on a web site. Applications for the FEIN may be filed by telephone, FAX, online or by regular mail.

https://sa2.www4.irs.gov/modiein/individual/index.jsp

Each item on the agenda should be the subject of a motion to approve, a vote and recorded in the minutes.

The Board may approve the opening of a bank account in the name of the organization subject to receipt of the FEIN and approval of the Articles/Certificate of Incorporation by the State. The motion to open an account should name the bank and branch address, the names of the two or more persons who are approved to sign checks and deposit funds. All checks should require at least two signatures. No check should be signed that is blank. The Board will manage the affairs of the corporation. The Board can also approve the filing of the business entity public record filing form with the State.

When the agenda also includes the adoption of the Bylaws, the Board may have the election of officers, begin the process of naming members if there are to be members and transact other business that may be raised. Thereafter, the corporation is governed by the Bylaws. Requirements for the meeting of the Board and members, if any, are to be spelled out in the Bylaws, subject to the Articles/Certificate of Incorporation and state and federal law.

At one of the early meetings or a subsequent meeting the Board must approve the filing of Internal Revenue Service Forms 1023. The name of the person approved to sign the forms should be named in the motion. The motion should include the payment of the appropriate fee to be sent with this material to the IRS.

After the Board has received the determination from the IRS, the Board may have to approve the filing of a State form relative to avoiding certain State taxes on corporate purchases. The motion should include approval for a person to sign the form.

If the corporation intends to hire employees, desires to hold raffles, or wants to receive the State petroleum benefit (if there is one), other forms should be approved by the Board with approval who may sign.

This practice of approving forms or fund raising programs or grant applications and the person responsible for signing at the same time should appear in the minutes. This practice will protect the organization. All motions should be reflected in the minutes of the meetings.

Board meetings can be exciting and focused. A lot depends on the leadership, knowledge and experience of the chairperson. The setup of the room where meetings are conducted can also affect the meeting. For ideas about meetings and room setup, see

http://www.llrx.com/columns/guide59.htm

There are many ways a board can agree to conduct its meetings. Many continue to refer to Robert's Rules of Order. I would suggest not requiring Robert's Rules of Order in the Articles/Certificate or the bylaws. The bylaws may reflect that Robert's Rules of Order shall provide guidance to the board in the conduct of business.

Parliamentary procedure allows groups to make fair and effective decisions. Someone must propose each item of business as a suggestion that the group do something. This is called a motion. It is usually presented, "I move that we blah, blah, blah…" There then must be a second or the motion dies. Following a second there is discussion of the motion or a motion to table the original motion and then a vote by those in favor, those opposed and those who abstain.

An issue confronting nonprofit groups is using Robert's Rules of Order. There are some sites that are useful to parliamentary procedure. I have found several web sites that I think are helpful to understanding Robert's Rules of Order. Although there is a push to sell the book on each, there are useful "cheat sheets" and discussions as well on the sites.

http://www.robertsrules.com/ - The official Robert's Rules site

http://www.rulesonline.com/ - An adaptation and helpful outline to Robert's

http://www.jimslaughter.com/robertsrules.htm - An excellent site where a "cheat sheet" is available

http://pzen.northwest.net/index.php?main_page=page_7&zenid=m2b86017o1odli9tnbq0s1ntg6 - A web site from a consultant with free material on writing minutes, counting a quorum and other matters

http://www.newkent.net/rules.html - Trout's Top Ten Rules of Order

Decisions are made by voting on each motion after discussion. The rules for voting guarantee that the will of the majority will be adopted and the rights of the minority will be protected. The rules should explain in advance the method of the voting such as simply saying "yes", "no" or "I abstain" or calling for a role call vote or a show of hands

Remember, the purpose of rules for a meeting is to get the work done in a timely and legal manner and make everyone feel good about the meeting.

For a sample copy of minutes for a board meeting see -

http://www.managementhelp.org/boards/minutes.htm

2 comments:

Leigh said...

I have a question: would it be ok/proper/legal to have the first meeting of the directors before the actual filing of the certificate of incorporation (this is in the state of NY)? I've looked online and there doesn't seem to be more than just convention regarding this (i.e. no legal prohibition). The issue is that the directors all live in NY and we, who are helping them to set up the nonprofit, live on the West Coast and we were hoping to do all the form signing at once.

Thanks in advance for your help!

Anonymous said...

To Leigh - Yes, the first meeting can prece the filing for incorporation. It should precede the filing since a board has to approve all documents at one or more meeetings. Don

Add to Technorati Favorites