Best Practices for Board Meeting Minutes

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Robinson Bradshaw Publication
June 29, 2015

Board meeting minutes are both internally and externally significant to nonprofit organizations. Internally, they provide a recordkeeping mechanism that creates a useful institutional memory. Externally, minutes are often used in audits, investigations, and court cases. This article provides basic information on what nonprofit boards should generally include in and exclude from their meeting minutes and how those minutes should be maintained.

Heading: Each set of meeting minutes should begin with a header that includes the name of the corporation and a title, such as “Meeting of Board of Directors (or the name of the applicable committee).” For convenience and clarity, the board may also include the date of the meeting in the heading.

Introductory Paragraph: All meeting minutes should include an introductory paragraph that contains the following information:

Committee and Other Reports: Reports made to the board of directors during meetings, particularly when given by committees with board-delegated powers, should be summarized at a fairly high level in the minutes.

Attorney-Client Privilege: If the board engages in communication during a board meeting that is covered by the attorney-client privilege, the communication should be recorded in the minutes such that it may be easily redacted.

Resolutions - General: Each resolution discussed at the meeting should be documented verbatim in the minutes with a record of who introduced the resolution, who seconded the resolution, and the board’s vote (e.g., “unanimously approved” or “five voted in favor”), including any dissent. The meeting minutes must balance carefully the need for a historical record of the board’s decision making against the risk of inhibiting full and candid deliberation by the directors. In most instances, meeting minutes should describe only the final action taken by the board or committee. It is not necessary to describe in detail what was discussed by whom; however, it is appropriate to state in the minutes that the board carefully deliberated before voting. There are two important exceptions to this general caution against providing detailed descriptions of board deliberations. First, when approving a conflict of interest transaction (including executive compensation), the minutes should carefully record how the board satisfied each element of the “rebuttable presumption of reasonableness” in accordance with the corporation’s conflict of interest policy.2 Second, a director who dissents should request that his dissenting vote be recorded by name because directors who are present when a vote is taken are presumed to have assented unless a record of their dissent is clearly indicated in the meeting minutes.

Resolutions - Annual Meeting: If the board is self-perpetuating (i.e., directors are elected by directors),3 the current board should elect new directors to replace the class with expiring terms at the annual meeting of the corporation. In addition, the directors should elect corporate officers for the coming year at the annual meeting. These matters should be documented in the minutes for the annual meeting.

Closing: The minutes should state what time the meeting was adjourned and by whom the minutes are submitted. Typically, the corporate secretary submits all minutes.

The corporation should retain permanently in its corporate record book copies of minutes of all meetings of the board of directors and of any meeting of a committee exercising board-delegated powers.4 The minutes should be prepared as soon as possible following each meeting and approved by the board or applicable committee at its next meeting. The corporate record book containing the meeting minutes typically is retained at the principal office of the corporation and also should be available to the nonprofit’s board on a secure website.

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1Note that for notice to be properly waived, all directors must do so by attending the meeting without objecting to the failure to give proper notice or by signing a letter waiving notice, which waiver should be filed in the corporate record book with the meeting minutes.
2Nonprofit boards should remember that the intermediate sanctions rules apply to conflict of interest transactions. These rules, though important, are beyond the scope of this article.
3If the board is elected by the members of the corporation or by some other means, the minutes of such meeting or the applicable unanimous consent resolution also should be included in the corporate record book.
4Unanimous written consent resolutions of the board of directors and committees exercising board-delegated powers also should be retained permanently in the corporate record book.
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