Every Minute(s) Count
Dear Erin,
I got so sidetracked writing last weekend’s post on why you even have boards of directors that I forgot to ask: did you take minutes when you had your last Board meeting? Please say yes. If no, it was only a few weeks ago, right? Can you or your secretary still remember what you discussed and decided and type it up?
Taking meeting minutes at governance meetings (board or committee) is best practice; it might even be in your by-laws that you are required to do keep records - I can’t remember off the top of my head and it’s too late tonight for me to go dig them up. Regardless - let me assure you that you need them. Now that my own nonprofit is big enough to require an annual audit, I am required to give the auditor ALL board meeting minutes and ALL board committee meeting minutes as part of their review. So, start like you mean to go on.
Your Board Secretary should be taking the minutes, or at least “causing them” to be taken by a staff member (and then reviewing them before they are distributed. You don’t need a word for word transcript, but you do need to capture the basics of what was shared and what decisions were made. Our board meeting minutes are usually about two pages of bulleted paragraphs, corresponding nicely to the agenda we sent out ahead of time.
Here’s a quick list of what to include:
Date, time, place (or virtual)
Attendance: board, staff, guests
Is it a regular meeting? Annual Meeting? Special meeting or emergency meeting?
Do you have a quorum? A quorum is the number of board members you need to transact business, as set out in your by-laws. Typically, it’s 50% or more of total board members.
High level summary of shared reports, such as Executive Director Report, Programming Report, Fund Raising Report, Finance Report. Include what was discussed and what questions arose. Keep it short. Summary.
If a decision is required, describe exactly what you are voting on and how many votes it received. Did it pass? In our organization, we like to follow Robert’s Rules of Order, so we have someone “make the motion” and someone else “second the motion” on something requiring a vote. Only after we have a “second” do we take a vote. You have a small board - you may not need to do that. Up to you and your board (unless the by-laws lay out a required format).
If you don’t receive a unanimous vote, it’s a good idea to record the names of the directors who voted against the motion.
Remember, staff cannot vote unless the staff member is ALSO a director. Only board members can vote.
We like to vote to accept the Finance Report (aka, the Treasurer’s Report) so that we can enter into the permanent record that the Board and received and discussed the organization’s financials. That’s up to you.
We also vote to approve the minutes from the prior meeting - that is good practice.
Be specific about the time when the meeting adjourned.
Overall, this needn’t be an arduous chore. But it is an important one. You’d be surprised how many times you find yourself wondering, “didn’t we talk about that at that board meeting all those months ago…?” You’ll be happy to know that you have a nice summary document that serves as a record of the proceedings.
And, eventually, when you need the minutes for the auditor (or, heaven forbid, a legal proceeding), you’ll have developed an organizational habit that keeps you in good stead and keeps all official board discussions documented.
LMK if you need help with a template and I’ll email one over.
Love, Mom
Disclaimer: I am not an accountant or a lawyer! If you are reading this an you aren’t Erin, consult a professional or ask you own mom!
