Keeping good records is vital for the long-term health of a nonprofit. Written records provide an institutional memory that will endure even as leadership changes. They are also essential for managing risk, both as an organization and for individual managers. A nonprofit board’s minutes are important for issues like these:
- Showing that decisions were based on sound processes.
- Establishing that formal decisions were made in compliance with the organization’s governing documents and applicable laws.
- Proving that the organization is in compliance with tax rules governing nonprofits.
- Creating an institutional memory that will endure as leadership changes.
Keeping meeting minutes need not be a difficult or time-consuming task. Every organization’s board will have different preferences of what should and should not be recorded in minutes. But there are some basic principles that every nonprofit should keep in mind:
- Know the minimum requirements. Once the board of directors is formed, minutes must be taken for every meeting of the board. This is true even if the board has not yet adopted corporate bylaws or even filed its articles of incorporation. If the board is meeting as an unincorporated association that intends to incorporate later, it should still document all of its decisions in regular minutes.
- Appoint an official minute taker. The official secretary of an organization need not be the minute-taker at meetings—a board typically has the flexibility to designate anyone present at meetings to serve in this role. But it can be a helpful strategy to include minute taking in the secretary’s official duties. Having one person designated to take minutes improves consistency and ensures that the job does not get lost in the shuffle.
- Err on the side of detail. Minutes that are sparse on detail can leave out important information that could be helpful in the future. Given the importance of consensus in the context of a nonprofit board, it can be helpful for minutes to reflect the process of reaching agreement on important issues. Recording the way the board weighed the relative merits of different options can show that directors satisfied their fiduciary obligations. It also provides a reference for anyone who wants to understand why a course of action was taken.
- Make approval of minutes a matter of routine. To ensure that minutes are accurate and consistent, boards should take the time to approve the minutes of their previous meetings. Reviewing past minutes gives directors a chance to clarify the record and voice preferences for how minutes are taken in the future. Formally approving minutes also ensures that auditors and other outside parties can rely upon them.
The Church Law Center of California provides comprehensive governance counsel to religious and secular nonprofits. We can help your organization’s board establish robust practices for long-term effectiveness. Call us today at (949) 892-1221 or reach out to us through our contact page.
