What documents are needed for board meetings?
What should be retained and for how long?
What should be recorded in board minutes?
As an exempt organization, you’ve been keeping an official board book. It should include all corporate documentation such as bylaws, articles of incorporation, conflict of interest policy, a template for board meeting minutes, minutes of board and committee meetings, contact information for all directors, and any other documents that govern your operations.
How long you should keep your record?
The IRS says that you “must keep all of your records as long as they may be needed.” While this may sound like rather loose guidance, it is easy enough to determine how long that might be. Financial records, such as general ledgers and audits, should be kept for seven years. This standard is derived from the ability of the IRS to audit your records for intentional fraud for up to six years; the seventh year is needed to cover starting balances.
Corporate records, which set forth policy decisions such as board minutes, should be kept forever. The goal here is to present a full history of the organization, since an organization may need to review historic decisions (for example, the restrictions placed on a donation).
Minutes of board and committee meetings must be kept within an official board book and a tax-exempt organization is required by law to keep them. All board members should receive copies of the minutes and have access to the minutes at any time.
What you should know about minutes.
Minutes are the permanent record of the proceedings of a board or committee meeting. They need to be clear, accurate, brief and objective. In addition to basic information such as the date, time and location, names of members present or absent, and results of votes, your minutes should include:
- The names of persons abstaining from any vote or requesting that their vote be recorded.
- The names of members who disclosed a potential conflict of interest, the nature of the conflict and disposition.
- A list of all reports and documents introduced during the meeting (with copies attached to the official minutes).
- A summary of significant points raised during discussion.
- Any commitments made by officers or any other person present.
- The time of adjournment.
- The signature of the meeting secretary.
- When appropriate, a brief addendum showing required follow-up activities.
Adapted from: 10 Minutes to Better Board Meetings, by Planned Parenthood Federation of America.