Should the board of directors of a non-profit keep detailed executive minutes?

I understand you do not let executive session minutes into anyone but the board of directors' hands. We pass these minutes out in executive session and they are then collected and given back to our attorney who is chairman of the board. One copy is then kept under our attorney's lock and key. Our board wants to know what is best practices.

Nina Kaufman answered May 2, 2009|

Comment

Minutes of the meetings of the board of directors are an important part of good not-for-profit governance. The absence of minutes concerning a significant decision or insufficient 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 meeting but should provide enough information to reflect that the board gave appropriate consideration to the issues. Minutes should include a recitation of the date/time/place of the meeting, whether notice was given (or waived), whether the meeting is a regular or special one, naming everyone who attended (and whether that provided a quorum), actions taken (and an outline of the discussion for significant issues) and voting on the issue.

As you already have an attorney, ask him/her to guide you as to minute-taking best practices. Or, there may be local organizations like Governance Matters (based in New York -- see www.governancematters.org) that provide workshops and seminars on best practices for non-profits.

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Nina Kaufman

Nina L. Kaufman, Esq. is an award-winning New York City attorney, edutainer and author. Under her Ask The Business Lawyer brand, she reaches thousands of entrepreneurs and small business owners with her legal services, professional speaking, information products, and LexAppeal weekly ezine. She also writes the Making It Legal blog.