Keeping board meeting minutes is a fundamental part of running a compliant and well-organized nonprofit. Not only do minutes provide a record of discussions and decisions, but they also serve as legal documentation that can protect the organization and its leadership.
1. Are Nonprofits Required to Keep Board Meeting Minutes?
Yes! Under state nonprofit laws and IRS regulations, nonprofits must keep minutes of board meetings. The IRS specifically states that maintaining meeting records is part of fulfilling governance responsibilities for 501(c)(3) organizations.
Why?
Board minutes provide a record of governance decisions and ensure that actions align with the nonprofit’s mission and compliance requirements.
If the IRS or a state agency audits the organization, board minutes can serve as evidence of due diligence and proper oversight.
Minutes help protect board members by showing they acted in the best interest of the nonprofit (fiduciary responsibility).
2. What Should Be Included in Board Meeting Minutes?
Board minutes don’t need to be overly detailed, but they should capture essential information:
Date, time, and location of the meeting
Names of attendees (including noting if quorum was met)
Agenda items discussed
Decisions and votes taken, including approvals of budgets, policies, or major initiatives
Action items assigned, including follow-ups for future meetings
Any conflicts of interest disclosed
Minutes should be concise but thorough, focusing on what was decided, not every word spoken.
3. What Do Nonprofits Do with Board Meeting Minutes?
Once recorded, board minutes should be:
Reviewed and approved at the next board meeting.
Stored securely—either in a physical file or a digital storage system.
Made accessible to board members and auditors upon request.
Used as a reference for tracking decisions, policy changes, and strategic planning.
4. How Long Should a Nonprofit Keep Board Minutes?
Best practice is to keep board meeting minutes indefinitely. They serve as an important historical record of the nonprofit’s governance and decision-making. If leadership changes or an issue arises, past minutes can help clarify intent and past actions.
5. Conclusion
Keeping accurate and well-organized board meeting minutes is not just a best practice—it’s a requirement for nonprofit compliance and governance. These records provide a legal safeguard, ensure accountability, and support the long-term success of the organization.
For nonprofit governance and compliance, check out your InstantNonprofit Drive for expert template and guides on board meeting management.