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Board Minutes — Back to the Basics

Board minutes can vary greatly from organization to organization. Some minutes contain a great deal of detail, while others leave the reader wondering what actually happened at the meeting and whether any decisions were made. 

Minutes document a chronology of the work of the organization’s board. It is important to keep in mind that once approved, board minutes create a legal document that summarizes the actions and decisions of the board. All policies and procedures approved in the minutes become binding policies of the organization and these documents can be used in a courtroom. Minutes are one of the best protective mechanisms for board members. For this reason, an organization should exercise care when preparing and reviewing minutes to ensure the format is appropriate and that the content is clear and concise.

Minutes should follow a format that is easily referenced by the users of the organization. They should document board actions (rather than detailed discussions), motions voted on and approved. Names of members should not be included in discussion notes. Names should only be used if the member proposed a motion or seconded the motion. 

According to Meeting, and Exceeding Expectations— A Guide to Successful Nonprofit Board Meetings (BoardSource), the following should be included in board minutes:

• Name of organization
• Date and time of meeting
• Board members in attendance, excused, and absent
• Existence of a quorum
• Action steps: 
  • Motions made and by whom 
  • Brief account of any debate
  • Voting results
  • Names of abstainers and dissenters of specific votes
• Summaries of reports and documents introduced
• Future action steps
• Time meeting ended
• Signature of secretary, chair, or other member submitting the minutes

It is common practice to circulate and review minutes between meetings. Sending an email containing a draft of the minutes to members for review prior to their approval is common practice. Once approved, the minutes should be maintained in a board-minutes book or in a similar electronic file. 

For further information please contact Rena Solano, Audit Manager, at rsolano@BlackmanKallick.com or 312-980-2936 or your Blackman Kallick representative.

 

This publication is part of Blackman Kallick’s marketing of professional services, and is not written tax advice directed at the specific facts and circumstances of any person and/or entity. Contents of this publication are of a general nature, and you should not act on this information without obtaining professional advice from your business advisor that is appropriately tailored to your individual needs and circumstances. This written advice is not intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.