We get a lot of questions from our clients about their organizations’ meeting minutes. Our consultants often give advice on questions like “When should we record meeting minutes?” and “Why are meeting minutes so important?” There is great importance in keeping proper meeting minutes because they are the only means the board has to provide proof of the decisions made in the board room.
Minutes are defined as the written record of a meeting which typically describes the events of the meeting, as well as a list of attendees, and a description of the issues being discussed by those present. Organizations should either find or create a formatted template to be used for all meetings. The time, location, and a list of those present should be indicated in the minutes. Guests should be specifically indicated to show who does and does not have voting privileges. The content of the minutes does not have to be a transcript of the discussion, but the minutes should contain a summary of the discussion as well as decisions made by vote of the board members.
Any time the board meets, meeting minutes should be taken. Even meetings having taken place via Skype, teleconference, or through any other electronic means should have documentation. If minutes are not recorded, it is as if the meeting did not take place because there is no concrete proof about what topics were discussed and what decisions were made.
Meeting minutes are typically taken by the organization’s secretary. If the secretary is not present, another officer or director should be chosen to record the minutes. Meeting minutes also need to be signed by the individual who took the minutes at the conclusion of the board meeting. Once signed, the minutes become a legal binding copy. This copy should be maintained in corporate records. It is good practice to keep a hard copy along with an electronic copy. Minutes do not have to be filed with any agency, but copies of the minutes need to be available upon request.
Without meeting minutes, an organization does not have proof about the decisions made in the board room. Lack of meeting minutes would allow the IRS (and the general public) to question the organization’s compliance in following the organization’s bylaws, as well as board participation among following nonprofit law and compliance under IRC Section 501.
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