Minding Your Minutes

What Should Stay and What Should Go
It’s a challenge your board faces each time it records its actions — what goes in the minutes and what stays out?

Minutes are legal documents in the eyes of the IRS, courts and auditors. And they have recently taken on added significance: The latest IRS Form 990 now includes an entire section that asks probing questions about corporate governance, including whether your organization creates “contemporaneous documents” such as meeting minutes that record the actions of your governing body.

Here, it’s critical to understand what minutes are — and what they are not.

What they are: Board minutes are a permanent record of the nonprofit’s work as reflected in the decisions and actions of its board.

What they aren’t: Minutes are not intended to be a verbatim report of every single comment and discussion.

What Goes In
Surprisingly, there is no formal standard. Some boards create cryptic, one-page minutes with only the sketchiest of details, while others create works of literature that span multiple pages and cover every discussion.

While either is legally acceptable, the key is to develop a style and for-mat that works for your organization. At the very least, your minutes should contain the following:

  • Legal name of the nonprofit
  • Month, day and year of the meeting
  • Location of the meeting
  • Time meeting began and ended
  • Board members present
  • Staff and guests present
  • All decisions requiring votes (who voted for, against or abstained)
  • Appropriate signature (usually board secretary) and date of approval by board


As you consider what should be included in your organization’s minutes, keep this thought in mind:
As important as the minutes are for documenting present actions, whatever is recorded must also be clear to any future readers trying to pick up the thread and decipher earlier actions. Consider these tips for clear, concise minutes:

Describe instead of summarize. Ultimately, the purpose of minutes is to document what action was taken at the meeting. There is no need to treat minutes like a court transcript and document every discussion. Likewise, remember that boards and committees take action as a group. When summarizing discussions, it is usually not important to name every speaker.

Keep it objective. Stick to the facts and avoid “editorializing.” Characterizations and adjectives, either favorable or unfavorable, don’t have any place in objective minutes.

Put it in context. Show the course that was followed to reach an action. For example, “after discussion, a motion was made” or  “after review of material, the matter was tabled.”

Use bullet points. Break down findings, discussions and decisions into logical sections. This makes it much easier to read — and an outline style of writing forces the preparer to be succinct and to the point.

Re-organize as needed. Because they are not intended to be a verbatim transcription, minutes can be re-organized for clarity and ease of reading. If your board chair brings up a relevant point at the end of the meeting, for example, and it is actually related to an item that was discussed under “old business,” you can certainly report it with the earlier discussion.

Remember your purpose. Too many minutes reflect only the business side of an organization. Be sure to show how board decisions and actions support your nonprofit mission/purpose. IRS auditors utilize the minutes when evaluating tax exempt status.  

File It Away
Keep approved minutes in a notebook or secure file folder, organized by the date of the meeting. Include a copy for the reading file, but don’t lose the original.

Index – Consider creating a separate, indexed list of policies and resolutions adopted by the board to make it easier for future readers to find this critical information.

Toss – Once minutes are approved, toss any notes or tapes that were used to create them. The final minutes that are approved by the board or committee are the official record. Notes and earlier drafts can not only be confusing but can also create some legal concerns.

Distribute – The sooner the minutes are distributed, the more likely they will be used to fulfill commitments and responsibilities. For e-mail savvy boards, consider attaching the minutes as a digital file on an e-mail, or posting them on a password-protected website. To protect against changes being made to the original document, send or post the minutes as a PDF file.

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