Board meeting minutes are standard protocol for board director meetings and they serve a variety of purposes. Most often, meeting minutes serve internal purposes, such as recordkeeping and institutional memory, for the board and the rest of the organization. Less often, board meeting minutes may be used for audits, investigations or court cases. Whether meeting minutes get used for internal or external purposes, the content of the minutes is vitally important and must be preserved according to best practices.
Information to Include in Board Meeting Minutes
The beauty of creating meeting minutes is that a minute-taker, usually the board secretary, has some flexibility in arranging the sections for the minutes. Every organization operates a bit differently and the minute-taker may need to add or delete sections to fit the organization’s recording needs. Until minute-takers establish a customized template that works for their organizations, they may choose to use a paper or electronic template for meeting minutes.
A basic template for meeting minutes has seven sections:
The heading includes the name of the corporation or organization and the title of the group that’s meeting, which may be a full board meeting or a committee meeting.
- Introductory Paragraph
The next section introduces the rest of the minutes by noting the date, time and location of the meeting. The following statement should read that the meeting was held in accordance with the bylaws. If the bylaws require prior notice, the minutes should also state whether the board gave prior notice or whether they waived prior notice. The introductory paragraph also includes the names of the individuals attending the meeting, including those who attend by teleconference or videoconference. This paragraph also includes whether a quorum was present and the name of the person who presided over the meeting.
- Committee and Other Reports
The next section should list reports by the board and committees, such as the executive summary, financial committee report, executive committee report, nominating and governance committee report, fundraising report and any other pertinent reports.
Minute-takers should be sure to take a fairly high-level summary of notes on reports. It’s even better to attach the actual reports.
- Attorney-Client Privilege
Some board discussions may fall under attorney-client privilege. These discussions need to be included in the minutes, but the board may not want – or be able – to share information about those discussions with certain parties due to confidentiality rules. Best practices suggest that notes that fall under attorney-client privilege be kept private as necessary, so minute-takers need to take notes for this section in such a way that text can be redacted under certain circumstances.
- General Resolutions
General resolutions and motions should be documented verbatim in the minutes. It’s important to record who introduced the motion and who seconded it. The minutes should reflect the board’s vote, including any dissenting votes.
- How to Record Details
There is a certain level of subjectivity in taking board minutes. The minute-taker must balance the need for historical accuracy with the risk of revealing full and candid board discussions. Most of the time, minute-takers need only to describe the final action that board or committee members take. Records should also include notes that the board deliberated carefully before taking the vote, so that, if necessary, a court would be assured that the board used due diligence in making decisions.
There are a couple of exceptions to providing specific details in the board minutes. In the event of a conflict of interest, the board should detail how they complied with the organization’s conflict of interest policy. Also, in the event that a director dissents from a vote, they should request that the minute-taker record their name. Unless the minutes reflect that a specific individual dissented, it’s presumed that all others assented.
Most organizations have an annual meeting during which they elect new board directors to fill expiring terms and vacancies. This is also generally the time when boards elect new officers. Minute-takers should be sure to document who the new board directors and officers are and the dates they were appointed.
The final section of the meeting minutes is the closing, which is a simple sentence or two that says what time the meeting adjourned and who submitted the minutes.
How to Maintain Board Meeting Minutes
Recording meeting minutes properly is just one part of best practices. The organization should have a set policy for how they retain permanent records, including articles, bylaws, agendas, meeting minutes and other important documents. Boards should keep copies of all records of meetings, including committee meetings.
Best practices suggest that minute-takers should prepare the first draft of meeting minutes as soon as possible after the meeting while the information is fresh in their minds. If the organization has a corporate office, the records are usually stored there. Nonprofit organizations that don’t own or lease a facility may have the secretary or board chair store them in another specified location. Most organizations also store copies of the minutes on their company’s website.
Boards have the flexibility to determine how long to keep certain records, but they should be aware that the IRS requires 501(c)(3) public charities, private foundations and other tax-exempt organizations to keep their board meeting minutes permanently. The IRS also requires boards to keep important documents, such as the organization’s determination letter, articles of incorporation and bylaws. Nonprofit attorneys can provide the best guidance on which documents boards should keep.
Software Solutions for Boards Help Ensure Best Practices for Nonprofit Meeting Minutes
Software solutions like a board portal system from BoardEffect support best practices for nonprofit board meeting minutes. Online agenda software establishes a basic template to begin recording board meeting minutes.
Board administrators can adjust user permissions so that only those who need access to board information can retrieve it.
Board portals make it easy to share and store meeting minutes with and without sensitive or confidential information, which is sometimes required for attorney-client or executive session details.
Board portal systems allow board secretaries to attach lengthy resolutions, reports and supporting documents with ease and store them securely in the cloud.
Whether nonprofit organizations need to retrieve their board minutes for internal use or to serve as documentation of the board’s actions for third parties, board portal software supports best practices in every application for board meeting minutes.