Why Keeping Minutes is Important to Your Nonprofit

Nonprofit associations are obligated to record notes for all Board of Director gatherings—commonly referred to as minutes. Keeping detailed records of all meetings is essential for the accountability and legal protection of the organization. Additionally, these minutes will be vital to the audit process.

What are minutes?

The dictionary definition of minutes is “the official record of the proceedings at a meeting of a society, committee, or another group.” When it comes to nonprofits, an organization’s minutes are the record of all of the Board of Directors’ gatherings, including general meetings, executive sessions, committee meetings, annual meetings, and even meetings that take place electronically, such as via Skype or email. Generally, the minutes include the events of a meeting, a list of attendees, the time and location of the meeting, a description of the issues discussed at the gathering, and a record of any vote(s) made by the board members.

Who takes minutes?

The organization’s secretary is often responsible for recording meeting minutes. In the event that the secretary is not available, the board can choose another member to record the meeting. Please note that if a board member is tasked with this job, he or she may struggle to take detailed notes and simultaneously remain part of the discussion. Some boards tape record their meetings and have them transcribed in order to avoid this problem. 

Why are minutes important?

Meeting minutes are important for a variety of reasons, including:

• Meeting Structure - Though there exists no standardized format for meeting minutes, the efforts that it takes to record thorough notes guide boards in establishing an adequate and functional structure for their meetings.

• Legal Protection - Meeting minutes are considered legal documents by auditors, the IRS, and the courts. Detailed minutes provide proof of decisions made by the board and can be used to back up tax. A lack of detailed minutes can lead to questions about a board’s compliance with both organizational bylaws and nonprofit laws.

• Accountability - Since all decisions made and duties assigned by the board are recorded in the meeting minutes, it’s easy to go back and review what decisions were made and who was responsible for what actions. Reviewing minutes is a great method for measuring your organization’s progress.

• Audits - In the event of an audit, documentation of the decisions of the board is immensely important. The auditor will require access to all board meeting minutes for the audit year and will read them to evaluate the decisions that the board has made.

We invite you to contact our Nonprofit Team for additional information on keeping minutes for your organization.