Tuesday, November 11, 2008

Minutes: The Ongoing Record of Your Nonprofit Organization

This article is prepared to give a board of trustees of nonprofit organizations guidance about the importance of keeping written minutes of meetings. Throughout this article I will refer to the board as "board" or "board of trustees". Some states use the words "board of trustees" and others refer to the "board of directors". Basically they are the same and state law generally dictates what name is used.

What is the Importance of Minutes?

The minutes are the official record of meetings of and the actions by the board of trustees or its committees. They should clearly record important facts and decisions in order to prevent or clarify disputes that may arise at a later date. They serve as the basis for the history of the organization.

What do the Law and the State Statutes Say?

Many if not all states have provisions similar to those below which are a general set of standards about what should be reflected in a nonprofit organization's minutes.

  1. Each corporation shall keep books and records of account and minutes of their proceedings of its members and board and committees. Unless otherwise provided in the bylaws, the books, records and minutes may be kept outside the state in which it is incorporated. The corporation shall make available certain records for inspection at its registered or principal office in the incorporating state. The records usually include the names and addressees of all members, the number, class and series of membership held by each and the dates when they respectively became members of record.
  2. There is a requirement to make records available within a certain time period after demand by a member entitled to inspect the books, minutes and records. The books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. A corporation is required to convert into written form without charge any records not in that form, upon the written request of any person entitled to inspect them.
  3. State laws may require that upon the written request of any member, the corporation shall mail to that member its balance sheet as at the end of the preceding fiscal year and its statement of income and expenses for that fiscal year.
  4. State laws may provide that members of the corporation, either singly or in number, shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, the minutes and to make copies at the places where the minutes are kept.
  5. State statutes may provide that a member has the right to go to court to compel the production for examination by the member of the books and records of account, minutes and record of members of a corporation.
  6. There is a definite movement among states and within the Federal Government to open the accountability and transparency of not-for-profit organizations to the public. Be certain you are aware of what is a public record for your organization under both the IRS and state law.

What about Unincorporated Associations?

Keeping a record of meetings and decisions made is just as important even if your organization is not incorporated. The important criterion should be whether your organization will have a continued existence and you want to have a record of your meetings, actions and activities. Some unincorporated groups, such as Alcoholics Anonymous, have no minutes or formal meetings. The purpose of the group will dictate what you want or need.

Who Records the Minutes?

The bylaws usually state who is responsible for taking and keeping the minutes. The Secretary does this for most organizations. In rare cases the Vice President or Treasurer may have this task. If the organization has staff, the bylaws can be drafted to allow delegation of taking and preparing the minutes to a staff member. Some organizations tape record meetings to help recall who made certain motions, who abstained and so on. There are some organizations that have a policy to retain such recordings and other organizations are silent and reuse the tape after the minutes are approved.

The person who takes notes at the business meetings uses these notes to prepare minutes, reads or distributes them to the entire board of trustees and dates and signs the minutes after approval by the board of trustees. There is no doubt that early distribution of the minutes to the board by mail, e-mail or web-site posting saves precious time at subsequent meetings.

Where are the Minutes Kept?

Minutes usually are kept in a bound or loose-leaf book or in a file. They may also be kept on a computer file with backup. Most organizations prefer a loose-leaf book or a file with a binder. Keep all minutes in one book (or set of books) or file and never remove them without replacing them. You may want to have the minutes for the year bound at the end of each corporate year.

What should be in the Minutes?

The minute's book should contain at least:

  1. Title page and agenda
  2. Minutes of the meetings of members, board of trustees and its committees with important documents attached to the meeting record to which they pertain. The minutes should be kept in order by date.
  3. Minutes are not a record of all discussion from a meeting. The minutes should reflect the date, location of the meeting, starting and ending times, name of the chairperson, list those in attendance and those who were absent with and without an excused absence and state if there is a quorum. The minutes will reflect all motions that are made whether approved or defeated listing the mover, the person who seconded the motion and the names of any persons asking to be listed who are opposed to the motion or abstaining from the vote.
  4. The material that has been provided to the members and to the board such as budgets and reports, generally mailed in advance, should also be bound in the chronological order with the appropriate minutes.
  5. Some organizations tape record board meetings to assist in writing the minutes. There are differences of opinion whether tapes of meetings should be maintained or recorded over after the board approves the minutes. Some organizations have found that one member may bring a tape recorder to a meeting; the board should be prepared on what it will do if this is from a growing disagreement among members. There is disagreement whether the approved minutes or a tape recording is the official record - check with an attorney promptly if this is an issue.

The file or book should always be treated as an entire unit. Pages should never be removed. When particular pages are needed, the entire file or book should be removed and returned.

Pages should be numbered and initialed by the secretary after the board has approved the minutes. An index by subject, date and a page number can be very helpful particularly if there are frequent meetings during a year. It can be placed at the beginning of the minutes for that year.

What Should Be the Form and Contents of the Minutes?

The minutes of each meeting should contain at least:

  • Name of group, organization or committee.
  • Time (date and hour).
  • Place (address and even the room number).
  • Statement that the meeting was duly called:

    a) by whom;
    b) indicating the kind of meeting (regular meeting, special meeting, etc.);
    c) name of the presiding officer;
    d) name of the secretary of the meeting;
    e) time of the beginning and end of the meeting.
  • Names of those present and those with an excused absence and those not excused.
  • Quorum statistics (how many were present in person and how many by proxy or through telephone or other technological means, if allowed).
  • Reading, correction and adoption of minutes of the previous meeting.
  • Approval of the agenda or consent agenda
  • Record of what occurred at this meeting, including:

    a) important decisions;
    b) resolutions proposed;
    c) resolutions adopted, defeated or tabled (include names of the proposers; the names of the seconders);
    d) record of those for or against a proposal (when requested by a member);
    e) record of who abstained on any vote by name;
    f) reports of the officers, committees and staff;
    g) some organizations have an open forum for staff members or community members to address the board;
    h) other business or ideas.
  • Next meeting date, time, place.
  • Adjournment (time).
  • Signature of the secretary and date following approval of the minutes by the board with each page initialed.

The handwritten meeting notes taken by the secretary should be carefully copied in ink or neatly typed. The minutes should report mainly on what is accomplished or decided at the meeting, not what is said. Minutes should follow the progress of the meeting, but should be arranged so those important items, such as resolutions, votes, etc., can be easily found. Brief summaries of important discussions are often helpful to remind people about why certain decisions are made. Minutes should include exact statements of motions and decisions made.

A recent concept called the “consent agenda” has helped make many board meetings more focused and shorter. I have included material about consent agendas under “Resources”, below.

What About Corrections and Verifications?

Approved minutes of each meeting should end with the signature of the Secretary and the date. After they are read and, if necessary corrected in ink at the next meeting, the corrections should be initialed in the margin by the Secretary. Any such correction ordinarily may be made only with the consent of those present at the meeting, but the trustees also may amend the minutes to include official actions not already recorded at the preceding meeting.

No change or alterations should be made in the minutes after they are signed. If changes in decisions or records are to be made, they should be indicated in the minutes of later meetings - not by rewriting past history. Minutes of the meetings are proof of what occurred at that meeting.

There may be minutes when there is no meeting but the board makes a decision by mail or on a signed ballot. The written votes are to be attached to the minutes indicating the date and the motion voted upon.

What About Executive Sessions?

Some state laws have limits on what topics can be discussed in an executive session or closed meeting of nonprofit organizations. The board should review the state law laws, open meeting laws or sunshine laws, with an attorney. The bylaws of the organization may be appropriate place to list the rules for executive sessions.

An executive session generally is listed on the agenda for the meeting so that any non-board member will be excused from the meeting. The meeting can include the executive director or chief executive officer. Sometimes an attorney for (but not necessarily on) the board will be present to take minutes. Many executive sessions have no minutes since no decisions are made.

The topics for an executive session may include discussions about a lawsuit threatened or pending or actually filed against the organization, the planning for the purchase or leasing of property, the hiring, evaluation and discussion of firing the executive director. Organizational mergers are also topics for an executive session. Decisions about these topics, however, have to take place in an open meeting.

Are minutes open to the public?

Generally the answer is no, but check your state law. I am not certain why a nonprofit organization would want to keep them a secret, however. I was never asked for copies of minutes of meetings except by some new members on the board. Whenever I was granted an interview for the CEO position, I always asked for certain documents before the interview including the minutes of all meetings in the prior twelve months.

I cannot emphasize enough the erosion of privacy of nonprofit organizations. There are many documents that are required by state and federal laws to be made public. The door will continue to widen on into the future. Nonprofit organizations have been given a great privilege to serve our world. Nonprofits belong to the community and should not be hidden by veils of secrecy.

See my article entitled Nonprofit Organizations - Disclosure of Information: What Must We, What Can We Disclose to the Public, Staff, Board and Clients? http://www.nonprofits.org/if/idealist/en/FAQ/QuestionViewer/default?category-id=1&item=1505&sid=40057025-157-xBkAU


Auditors will want to have copies of all minutes and all relevant material to review for the annual audit.

Other Corporate Records

The Secretary of an organization generally has the responsibility of maintaining the corporate records including but not limited to the incorporation papers, the IRS letter recognizing the organization as tax exempt, budgets, audits, Form 990 and its family, all annual reports filed and all correspondence between the organization and the state government and the IRS. The secretary does not own the minutes and other records. The secretary has a duty of loyalty to the organization to maintain the records for the organization and to turn them over to the leadership if the secretary resigns and or cannot maintain the position. .


What should be included in the minutes of a board meeting?

The Nonprofit FAQ: Who Should See Board Minutes?

How Nonprofits Take Action: Getting Board or Member Approval

Can staff take over the board secretary's role?

Executive Sessions: How to Use Them Regularly and Wisely

Sample of a Board of Directors Meeting Agenda

Basic Sample of Board of Directors Meeting Minutes

How to Take Meeting Minutes- Samples of Board of Directors Meeting Minutes

Agenda and Minutes of First Board Meetings

The Consent Agenda: A Tool for Improving Governance
http://www.boardsource.org/dl.asp?document_id=484 and


Meggin said...

What a great article! Thanks for writing this, Don. I am going to post a link to it on my blog, if you don't mind. I know lots of my readers would find it helpful, too.

Emphasis on Excellence, Inc.
Reno, NV (www.meggin.com)

Anonymous said...

I have been unable to inspect the Records of Members.
Is there a court form to procure a non profit corporation records of members?

Don Griesmann said...

I am not sure what you mean by the "Records of Members". In most nonprofits the members are the board of trustees or board of directors. In others there is a membership that selects the board. Your state law and IRS laws and regulations would give you guidance as to how much information about members must be made public.

Anonymous said...

I've been searching for the answer to this question- perhaps you can help. Do we need to share the minutes of executive sessions with our auditors?

Don Griesmann said...

Why would you NOT share the minutes of an executive meeting? Check your state statute on nonprofit corporations to see if the issue is discussed there. Since generally there are no decisions made in executive sessions that are not referred yo the full board for further review and decision making I see no reason for further secrecy of executive meetings. Any one else have some iews on the subject? Thank you for the question. Don

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