Taking minutes arguably tops the list of “most thankless jobs,” and those who assume the role often wish they hadn’t been such a willing volunteer. But accurate minutes are a parliamentary procedure “must” for all nonprofits—including homeowners’ associations, churches, unions, sororities, and political parties. But why?
1. Minutes Are Required by Law
It’s always good to know the law, right? Before you and your group get into trouble, here’s the legal basis for taking minutes.
State Laws: Most (if not all) states require corporations to keep minutes of the proceedings of its members, board of directors, and committees.
Federal Laws: In addition to state laws governing minutes, the IRS is also interested in whether non-profits are documenting their governance decisions. The IRS has devoted a section of Form 990 to “Governing Body and Management,” which, among other questions, asks whether “the organization contemporaneously document[ed] the meetings held or written actions undertaken during the [previous] year by . . . the governing body [and] [e]ach committee with authority to act on behalf of the governing body” (Form 990, Section VI, Question 8).
Documentation can occur by any means permitted under state law but must “explain the action taken, when it was taken, and who made the decision” (Form 990 Instructions at 21).
“[C]ontemporaneous” means “by the date of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action” (Form 990 Instructions at 21).
I know what you’re thinking: So, is this really a legal “must” or just a favorite of Robert’s Rules of Order? Admittedly, the IRS does not require nonprofits to document their governance decisions (Form 990, Part VI - Governance - Use of Part VI Information). But the agency is up front about its intent to use the information in Form 990 Part VI to “assess noncompliance and the risk of noncompliance with federal tax law of individual organizations” (Form 990, Part VI - Governance - Use of Part VI Information).
The bottom line: Keeping accurate, current minutes is an important part of documenting decisions to demonstrate an organized approach to governance and strategic planning and to defend against investigations into failed compliance. And the law would love you to write them up ASAP, or at least within 60 days.
2. Minutes Save Time and Help Prevent Confusion
Let’s face it—meetings can be boring and mind-numbing, i.e., a perfect recipe for distraction and a great excuse to check (and re-check) every app on your phone. Even without long‑winded speeches and endless agenda items, the details of a meeting can be hard to follow if amendments and procedural motions are in play.
The upshot? It’s easy to leave a meeting without a clear understanding of the actions taken. And even if you think you know which motions passed and failed, odds are you won’t be able to recall the precise wording or the details that will most certainly become important when members begin to execute approved plans, or when someone suggests an alternative course several weeks or months later.
Minutes fill this memory gap and provide a clear record (i.e., the exact wording) of motions that passed and failed. Well-organized minutes of previous meetings also act as a ready reference down the road when the chair or other members want a quick answer to previous decisions on a specific topic.
3. Minutes Protect Against Baseless Accusations
The latest edition of Robert’s Rules advises that in addition to recording any actions taken, minutes should also, among other things, list the type of meeting (regular, special, etc.); the date, time, and place; any notice required for specific motions; and who was present.
You have two options on the “who was present” part of the record: Include names of everyone there or in large assemblies where a list of individual members attending may not be practical, include a statement that “a quorum was present at the start of the meeting.”
We’re talking prudence here. For members interested in challenging actions that a governing body or organization has taken, quorum and notice are easy targets. Having minutes that are airtight on those factors goes a long way toward quieting any accusation that “you didn’t tell us about the meeting” or “you voted on X without enough people there.”
As noted in this post, well-kept minutes can also assist in IRS or other governmental investigations. Minutes are key evidence of an organization’s compliance with laws and regulations regarding meetings and governance. Being able to demonstrate that your board, committees, and organization met at regular intervals, with a sufficient number of members present, and took lawful action related to your mission is key to answering inquiries and alleviating compliance concerns.
4. Minutes Provide a Basis for Future Action
Finally, minutes are an extremely helpful tickler file: What’s happening next for your group? What decisions should be delayed? When do we have a deadline? Minutes aren’t merely a record of how much money the board decided to spend on new iPads for the staff. They’re a reminder of which motions were referred to which committees, and when those committees are slated to report back.
Minutes are also suggestive of topics that the group wasn’t ready to discuss. Hint: Look for motions that were postponed indefinitely, postponed to the next meeting, or tabled. And they’re a roadmap for guiding future discussion. Think: What specific steps can we take at the next meeting on that strategic plan that we put in place six months ago?
In sum, taking minutes might be laborious (and thankless), but doing the job and doing it well will both keep your organization out of trouble and help it move forward efficiently.
Sarah E. Merkle is one of five lawyers in the world to have earned the two highest parliamentarian certifications. For nearly 15 years, she has used her expertise to help local, regional, and national clients make decisions that honor the law but efficiently move business forward without disruption. She is the editor of The Law of Order: A Resource on Parliamentary Procedure & the Law, where a version of this post first appeared.
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