Crafting effective records for your nonprofit board meetings goes beyond a mere formality—it’s a key practice that can prove crucial in various scenarios. Whether your organization faces an IRS audit or your directors encounter legal challenges due to a board decision, the significance of well-documented meeting minutes cannot be overstated. To ensure their efficacy, it’s vital to capture the right details and have a fresh set of eyes review them before distribution. Here are some human-friendly best practices to keep in mind:
Striking the Right Balance
Level of Detail: Your board meeting minutes should strike a balance between clarity and detail. Essential information such as the meeting’s date and time, its nature (special or regular), and the attendance of directors—both present and absent—should be clearly documented. Don’t overlook crucial board actions, including motions, votes, and resolutions. Additionally, include seemingly minor details, like members leaving and re-entering the meeting, potential conflicts of interest, and instances of abstention.
Action Items and Responsibility: Beyond the meeting proceedings, highlight action items and designate responsibilities. Clearly outline who will be accountable for carrying out specific tasks. Summarize key points from reports and provide insight into alternatives considered for significant decisions. When in doubt about the level of detail, seeking advice from legal counsel is a prudent move.
Ensuring Clarity and Accuracy
Review Process: The individual responsible for recording meeting minutes should produce a report that is straightforward and easy to understand. Avoid overly technical language that may alienate those unfamiliar with the intricacies of the discussions. To enhance clarity, enlist a second person to review the minutes. Together, assess whether the report would make sense to someone not present in the meeting or unfamiliar with the issues. Aim for simplicity and transparency.
Timeliness: Meeting minutes should be ready for inspection at the next board meeting or within 60 days of the original meeting, whichever comes first. The IRS Form 990 specifically inquires about “contemporaneous” documentation, emphasizing the importance of timely record-keeping.
Public Visibility
Potential Audits and Legal Considerations: Recognize that your meeting minutes may be among the first documents requested in the event of an IRS audit. Attachments, exhibits, and reports are integral components of the minutes and are subject to review. Moreover, meeting minutes can serve as evidence in legal proceedings.
Transparency Matters: Always bear in mind that board meeting minutes are public documents. Whether auditors, major donors, or insurers, various stakeholders may review them. Ensure your minutes are not only accurate but also ready for public scrutiny.
In essence, your board meeting minutes play a role beyond internal documentation—they contribute to transparency, accountability, and resilience in the face of external scrutiny.
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