Most nonprofit founders and directors are deeply passionate about the mission of the nonprofit they serve. However, with the investment of so much passion, time, talent, and treasure, disagreements amongst directors and staff can quickly escalate.
Although you may think your organization is immune to board drama, our experience is that these situations arise more often than people think. In the worst of circumstances, board conflict can result in a battle for control among the directors. Doom and gloom aside, there are many steps you can take to ensure that you avoid conflict and keep your nonprofit organization’s board meetings running smoothly.
Chief among these is making sure your organization has clear bylaws, thoughtful policies, regular meetings, and clear meeting minutes. It’s especially critical to keep accurate meeting minutes. The bylaws and minutes are of little consequence when the Board is getting along, but, when something goes wrong, they will take center stage. Parties will look to the bylaws and the minutes first.
Best practices for keeping meeting minutes
Board meeting minutes are the official record of a Board of Directors’ meeting. Once approved by the Board, they are presumed to be correct and are considered relevant evidence of the facts they report. It isn’t necessary to document every single word that is said at the meeting. Detailed transcripts listing specific questions, who asked them, and specific responses are overkill and can result in less debate as directors who know their every utterance will be recorded are less likely to speak up.
Meeting minutes need to record the proceedings in a way that is simple, unambiguous, and accurately reflects the wishes and actions of the Board. A simple rule of thumb is that minutes should contain enough detail to reflect the steps that the Board took and any critical discussions that took place. Well drafted minutes are essential evidence that the directors fulfilled their fiduciary duties.
Key facts that you should include in your meeting minutes include:
- the date and time of the meeting,
- whether the meeting is special or regular,
- whether notice was given or a waiver of notice signed by all directors,
- the names of the directors in attendance and any absent directors,
- names of other guests in attendance,
- whether a quorum exists,
- any departures and re-entries of attendees,
- a summary of key points from any reports given to the Board, and
- any resolutions or action items.
The secretary or designated note keeper should also take special care to record the details of any board actions (e.g., approvals, delegations of authority, directives), including:
- a recitation of motions made,
- a note of board action taken concerning each motion (e.g., resolved or tabled),
- whether the proposal was approved or rejected,
- alternatives considered for important decisions,
- declarations of conflicts of interest,
- recusals from discussions and abstentions from voting, and
- names of directors that voted against a motion.
Finally, your Board should have specific procedures in place to govern the keeping of minutes and records. These should include ensuring that minutes are drafted, distributed, and approved promptly by board members so that the Board can correct inaccuracies before memories fade. Many organizations distribute minutes from the previous meeting at the next meeting and vote to approve them as is or as revised to ensure accuracy.
A note on resolutions.
A resolution is an action taken by the Board of Directors in response to a motion. When the Board approves a motion, it resolves to do something. For example, formal resolutions should be voted on and recorded when the Board decides to take any specific action in response to a motion. Examples include: amending the articles or bylaws, delegations of authority, adoptions of policies or procedures, or any other matter that may require proof of board action. The secretary of the meeting typically prepares resolutions in advance of the meeting to clarify the subject matter and facilitate discussion, in addition to allowing for prior legal review if necessary.
Carefully documented Board meetings will go a long way to minimize conflict on the Board, reduce confusion about who is responsible for what, clarify what authority the Board has delegated to others, track progress toward the organization’s goals, and document the Board members’ efforts to fulfill their fiduciary duties.
Ellis Carter is a nonprofit lawyer with Caritas Law Group, P.C. licensed to practice in Washington and Arizona. Ellis advises nonprofit and socially responsible businesses on corporate, tax, and fundraising regulations nationwide. Ellis also advises donors with regard to major gifts. To schedule a consultation with Ellis, call 602-456-0071 or email us through our contact form.