Maintaining Board Minutes
Maintaining board minutes is an important part of nonprofit governance and accountability. The minutes provide legal protection, support transparency, and serve as a valuable historical reference for the organization. By establishing a systematic process for capturing and retaining accurate minutes, nonprofits can ensure they operate with integrity and fulfill their mission effectively.
Process Summary
Minutes should accurately capture all discussions, decisions, and resolutions made during board meetings
Minutes should be prepared promptly after the board meeting to ensure accuracy
Minutes of the previous meeting should be reviewed and approved at the beginning of the next meeting
Minutes should be retained for a specific period as required by organizational policies
Minutes should be accessible to authorized individuals for review
Minutes should be signed by the board secretary or authorized officer to verify accuracy and authenticity
Meetings should be at the frequency indicated in the bylaws, and minutes should be available for each
Why Do We Need Board Meeting Minutes?
Board minutes are written records of the proceedings and decisions made during board meetings. These minutes are legal and historical documentation that helps the nonprofit remain compliant, transparent, and accountable to its stakeholders.
Legal Compliance and Governance: Nonprofit organizations are subject to various laws and regulations, and maintaining board minutes is a legal requirement for any nonprofit filing a 990. The minutes provide evidence that the board is fulfilling its duties, acting in the best interest of the organization, and adhering to its bylaws and articles of incorporation.
Liability Protection: In the event of legal disputes or investigations, minutes act as a defense to demonstrate that decisions were made with due diligence and in accordance with the nonprofit's policies and objectives. This can help shield individual board members from personal liability.
Transparency and Accountability: Board minutes help stakeholders to understand how decisions are made and resources are allocated. Transparent governance increases trust and confidence in leadership, which is essential for strong partnerships.
Historical Record: Board minutes provide valuable insights into the organization's progress, challenges, and strategic direction over time. Having access to past minutes can be beneficial for new board members and leadership, ensuring continuity and informed decision-making.