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Guide To Non-Profit Board Meetings: Minutes and Agendas

Abelaj Law, PC / Non-Profits  / Governance  / Guide To Non-Profit Board Meetings: Minutes and Agendas
28 Jan

Guide To Non-Profit Board Meetings: Minutes and Agendas

Holding a productive board meeting requires thorough planning. Crafting a well-structured agenda can help ensure that all of the organization’s most pertinent concerns are covered. During the non-profit board meeting, minutes will serve as an official recording of what takes place. Proficient handling of both minutes and agendas can add significant benefit to the structure of nonprofit board meetings. You can learn more about these and other nonprofit strategies by contacting the experienced New York nonprofit lawyers at the Jennifer V. Abelaj Law Firm (abelajlaw.com): call today at 212-328-9568.

What Should a Nonprofit Include in Board Meeting Minutes?

The Internal Revenue Service (IRS) and most states legally require nonprofit organizations (and all other corporations) to record and keep copies of their board meeting minutes. According to the New York Department of State, not-for-profit corporations must maintain minutes for the proceedings of members, the board of directors, and the executive committee. Minutes should be treated as a concise summary of the meeting. While there are several key components that should be included, it is not necessary to transcribe the meeting word-for-word.

Nonprofits should consider including the following information in their minutes records:

  • The time and date that the meeting is held
  • The name of the venue where the meeting is held
  • Name of the organization holding the meeting
  • The names of participants, as well as board members who were absent
  • Names of other non-board member attendees
  • Identify who is recording the minutes
  • Purpose of the meeting
  • A record that the previous meeting’s minutes have been approved
  • A summary of motions, including an exact transcription of any motion statements, the name of the person who made the motion, and the results of the vote
  • The time the meeting ends and a signature from the individual who recorded the minutes

Legal Considerations For Board Meeting Minutes

In order to protect from potential future liability issues, it is usually best to keep minutes as concise as possible. Unnecessary information may provide little value while potentially opening up the possibility of legal complications. Showing legal compliance with both IRS and state standards is one of the main benefits of keeping a concise yet accurate minutes record.

Some organizations choose to employ legal counsel for minutes recording on the basis of confidentiality and to ensure all legal standards are met. You can learn more about the legal aspects of keeping minutes for nonprofit board meetings by contacting the Jennifer V. Abelaj Law Firm.

Creating an Effective Board Meeting Agenda

A well-prepared board meeting agenda can help determine the course of the meeting. A thoroughly researched agenda will address all of the most worthwhile topics for the organization at the time of the meeting, and ideally, arrive at valuable answers to many of the organization’s current concerns. Conversely, poorly prepared board meeting agendas might waste time and make nonprofit board meetings much less productive.

What Information Should a Nonprofit Board Meeting Agenda Contain?

While each board meeting agenda will vary, there are a few types of information commonly found in these documents:

  • Header – This should only include basic information, such as the name of the nonprofit, contact information for the organization, and the board meeting date, time, and location.
  • Call to order – The call to order starts the meeting, usually with a statement from the chair to the board, company mission statements, and introductions.
  • Agenda changes – Following the call to order, the chair may ask if anyone would like to suggest changes to the agenda, including adding or deleting information.
  • Minutes approval – During this stage, board members can either approve the minutes of the previous meeting or suggest corrections. The board can provide final approval for these minutes after the secretary has finished correcting any errors.
  • Reports – The Executive Director and Financial Director may each provide reports to board members, which cover the nonprofit’s operations, projects, business outlook, finances, and more.
  • Old and new business concerns – Unresolved previous business concerns and new business items may be discussed at this stage.
  • Special announcements – If applicable, the chair can make special announcements regarding the organization. Board members may also be given the opportunity to make announcements or mention other business concerns.
  • Adjournment – The board chair may formally end the meeting, including a statement of the ending time which can be included in the board meeting minutes. The next meeting date may also be mentioned during the adjournment.

Board Room Agenda Best Practices

Every nonprofit will have its own needs and unique strategy for board meeting agendas. However, there are a few best practices that most organizations will benefit from adhering to:

  • Set a beginning and end time for the meeting.
  • Budget time towards discussing the most important organizational concerns and voting on these issues.
  • Organize and distribute all relevant information regarding the board meeting topics to all board members. This includes research, reports, and background information.
  • Include a list of questions for board members, carefully considering how they are phrased, the order in which they will be asked, and who will be asked to answer.

The nonprofit chair and board secretary should collaborate to plan the agenda, which may be a combination of standard best practices and unique concerns of the business.

Learn More About Minutes and Agendas by Contacting an Experienced New York Nonprofit Lawyer

New nonprofits and existing ones alike can often benefit from the assistance of legal counsel. At the Jennifer V. Abelaj Law Firm, our experienced New York nonprofit lawyers are available to assist not-for-profit organizations with a variety of legal matters. We are prepared to help organizations get off the ground during the early stages, make sure they are tax-compliant and adherent to state and federal legal standards, and assist with other related matters.

If you are looking for guidance regarding agendas, minutes, or any other concerns related to nonprofit board meetings, you can learn more about your organization’s options in a free consultation: give us a call today at 212-328-9568.

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