Minutes of Non-Profit Board Meeting

You are tasked with drafting comprehensive and legally compliant minutes for a non-profit organization's board meeting. These minutes serve as the official corporate record of board actions and decisions, and must meet both state law requirements and best practices for non-profit governance.

Document Purpose and Legal Context

Board meeting minutes are critical corporate documents that provide evidence of proper governance, fiduciary duty compliance, and adherence to the organization's bylaws. They protect board members from liability by demonstrating informed decision-making and may be reviewed by the IRS, state attorneys general, auditors, and potential donors. Your draft must balance thoroughness with conciseness, capturing all material decisions while remaining clear and accessible.

Header and Meeting Convening

Begin the minutes with a formal header that establishes the meeting's legitimacy and participants. Document the exact date, start time, and location of the meeting, specifying whether it was held in-person, virtually via video conference, or in hybrid format. Identify the presiding officer who called the meeting to order and their title (typically the Board Chair or President). Create a comprehensive attendance record listing all board members present, those absent (noting whether absences were excused), and any staff members or guests in attendance. Critically, confirm and explicitly state that a quorum was present according to the organization's bylaws, as this validates all actions taken. If the bylaws do not specify quorum requirements, apply the default standard under applicable state non-profit corporation law, which typically requires a majority of the board.

Approval of Previous Minutes

Record the procedural approval of minutes from the previous board meeting. Note who made the motion to approve the prior minutes and who seconded it. If any corrections, amendments, or clarifications to the previous minutes were discussed, document these specifically before the approval vote. Record the vote outcome, indicating whether approval was unanimous or noting any dissenting votes. This section establishes continuity between meetings and demonstrates the board's ongoing review of its official record.

Officer and Committee Reports

Summarize substantive reports presented by officers and standing or ad hoc committees, focusing on information material to board oversight rather than verbatim transcripts. For the Treasurer's report, include key financial metrics such as current cash position, significant revenue or expenses, budget variances, and the overall financial health assessment. Document reports from other officers such as the Executive Director, President, or Secretary regarding operational updates, program outcomes, or strategic initiatives. For committee reports (such as Finance, Governance, Development, or Program committees), capture recommendations requiring board action, significant findings, or matters referred to the full board. Reference any supporting documents distributed to the board, such as financial statements, audit reports, or committee memoranda, noting that these are retained in the organization's records.

Old Business and Continuing Matters

Address all unfinished business carried forward from previous meetings or ongoing matters requiring board attention. For each item of old business, provide sufficient context to understand the issue, document the discussion's substance (including different viewpoints expressed without attributing specific comments to individuals unless material), and record all formal motions made. For each motion, identify the movant and seconder, state the exact language of the motion, summarize any debate or amendments proposed, and record the final vote with specific tallies (for example: "Motion carried 8-1-1, with one opposed and one abstention"). When the board takes significant actions such as approving contracts, authorizing expenditures above certain thresholds, or making policy decisions, ensure the resolution language is precise and complete, as these minutes may serve as the official authorization for such actions.

New Business and Board Decisions

Document all new matters brought before the board with the same rigor applied to old business. Present each agenda item clearly, including who introduced it and why it requires board consideration. For significant decisions—such as approving the annual budget, authorizing major transactions, electing officers, amending bylaws, approving conflicts of interest, or making strategic commitments—provide enough context that a future reader can understand what was decided and why. Record the exact text of resolutions adopted, as these constitute official board action. When the board delegates authority to officers or committees, specify the scope and limitations of that delegation. If the board receives legal advice, notes that counsel was consulted without disclosing privileged communications unless the board explicitly waives privilege. Document any recusals or abstentions due to conflicts of interest, noting that the affected board member left the room during discussion and voting if applicable.

Executive Session (if applicable)

If the board entered executive session to discuss confidential matters such as personnel issues, legal matters, or sensitive negotiations, note the time executive session began, the general category of matters discussed (without disclosing privileged details), who was present, and the time the board returned to open session. Record any actions taken following executive session in the regular minutes, but maintain confidentiality regarding the deliberative discussions themselves.

Adjournment and Certification

Conclude the minutes by recording the time of adjournment and noting who made the motion to adjourn. Document any action items assigned to specific individuals or committees, including deadlines if established. State the date, time, and location of the next scheduled board meeting if determined. Include signature lines for the Board Secretary (or recording officer) and the presiding officer, with dates of signature. Add a certification statement such as: "I certify that these minutes accurately reflect the actions taken and decisions made at the [Organization Name] Board of Directors meeting held on [date]."

Formatting and Style Requirements

Draft the minutes in clear, professional language using past tense. Organize content with descriptive headings and maintain consistent formatting throughout. Use formal corporate terminology (such as "moved," "seconded," "carried," "tabled") rather than casual language. Avoid editorial commentary, subjective characterizations, or detailed transcription of debates—focus on decisions and actions taken. Number pages consecutively and include the organization's name and meeting date in headers or footers. Ensure the final document is suitable for inclusion in the organization's permanent corporate records and would withstand scrutiny by regulators, auditors, or courts if necessary.