Today, many charities are unable or unwilling to hold board meetings or membership meetings in person due to the pandemic and social distancing requirements and are considering, perhaps for the first time, holding their meetings electronically. In between the complexity of mastering Zoom and figuring out the most flattering lighting, many may not realize that their organization’s articles or bylaws do not permit virtual meetings.
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.
Technology now offers businesses and boards many advantages, including the ability to meet via teleconference, video conference, or even conduct discussion and voting via electronic communications, such as email. But while email is commonplace among many organizations for its ease of use, especially for busy and geographically diverse volunteers sitting on nonprofit boards, there are several reasons to think twice before using email for your next important nonprofit board vote.
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A consent agenda is the practice of bundling routine matters into one board vote to free up board meeting time […]
Occasionally, urgent board action is required yet it is not possible or practical to have the board meet in person or even over the telephone. In these cases, most states permit the board members to conduct official business by signing a unanimous written consent.
Could one man really do that much damage to an Arizona institution as high profile and important as the Fiesta Bowl? More likely, the nonprofit scandal of the year was a group effort fueled by a dysfunctional board. The Fiesta Bowl board bears all the hallmarks of a board more interested in administering than governing the organization. Still, there are lessons to be learned from the Fiesta Bowl’s governance and oversight failures.
Because minutes hold such legal importance, it is necessary to make certain that every organization has a policy of recording minutes in such a way that ensures that the minutes accurately reflect the wishes and actions of the board of directors; however, all language which might be used to the company’s disadvantage in the future should be eliminated. Minutes should be worded in a way that is clear and concise and accurately conveys the meaning of the action taken.