Non-Profit Law

Board meeting minutes are an important but often undervalued form of record keeping for organizations. Minutes provide a memorialized chronology of key information such as board actions, elections of officers or directors, and certain reports from committees and staff.

Unfortunately, a variety of mistakes are commonly associated with the taking and keeping of minutes including:

  • Failing to document a quorum was present;
  • Failing to document or provide a clear description about a board action taken;
  • Drafting a transcript of everything said at the meeting, including information that might be harmful to the organization if read by someone with access to the minutes (e.g., employees or members) or by a court reviewing a board action;
  • Drafting and distributing minutes to directors after a lengthy period of time has passed;
  • Waiting to approve minutes from past meetings until a substantial period of time has passed, decreasing the likelihood that mistakes will be caught and corrected; and
  • Failing to maintain a reasonable document management system, resulting in the loss of minutes from past meetings.

What should minutes look like?

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