Should a non-profit take and keep detailed minutes of board meetings?

Nina L. Kaufman, Esq.

Nina L. Kaufman, Esq.

An award-winning small business attorney in New York City, Nina is a sought-after professional speaker and Entrepreneur Magazine online contributor. She is the go-to counsel for knowledge economy and creative companies, delivering legal services and educational resources that save them time, money, and aggravation.

Posted on July 24, 2014 in Form a Company

Q.:  I understand you do not let executive session board minutes into anyone but the board of directors’ hands. In fact, I have heard that you pass these board minutes out in executive session and they are then collected and given back to, in our case our attorney who is, chairman of the board and destroyed. One copy is then kept under our attorneys lock and key. Our board wants to know what are the best practices for board minutes and, in case of a lawsuit, if it would be best to have the information available.

 

A.:  Minutes of board meetings of the board of directors are an important part of good nor-for-profit governance.  The absence of board minutes concerning a significant decision or insufficient board minutes can provide fodder in the course of a lawsuit against a not-for-profit organization.

Minutes should not be an exact transcript of the board meetings but should provide enough information to reflect that the Board gave appropriate consideration to the issues before it.  Board minutes should include:

  • A recitation of the date/time/place of the board meeting
  • Whether notice was given (or waived)
  • Whether the board meeting is a regular or special one
  • Names of everyone who attended (and whether that provided a quorum) the board meetings
  • Actions taken (and an outline of the discussion for significant issues) at the board meetings, and
  • Voting on the issues.

As you already have an attorney, ask him/her to guide you as to best practices for how to take minutes … or, there may be local organizations like Governance Matters in New York that provide workshops and seminar on best practices for non-profits.

 

What other law questions do you have about company ownership and board meetings?

 

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