Q&A #100 – Must Board meeting minutes be formally approved by the Board?

Question: I recently joined the Board of a nonprofit organization, and I noticed that this Board does not regularly vote to approve Board meeting minutes. Is it a requirement to have each set of Board meeting minutes formally approved by the Board?

Answer: State nonprofit corporation law usually does not explicitly state that Board meeting minutes must be formally approved by the Board, however this is highly recommended and is widely considered a best practice. The minutes of all meetings of the Board and any committee with Board-delegated powers should be formally approved no later than the next meeting of that governing body. Failure to do so can cause numerous compliance and governance problems and reflect poorly on the organization.

There are several practical reasons for this.

First, the meeting minutes are considered the primary record of a Board and committee’s decision-making. If the minutes are not formally approved by the Board (or the applicable committee), this could cast doubt on the authority of the minutes, potentially leading to disputes about key facts.

Second, if your organization has its financial statements audited, the failure to document that past meeting minutes were approved can lead to disruptions and delays in the audit process and potentially negative audit findings.

Last but not least, as discussed in our guide sheet on Part VI, Section A of the Form 990, one important question on the Form 990 is whether the organization contemporaneously documents the meetings held or written actions taken by its Board and committees. The Form 990 instructions explain that this generally includes “approved minutes, email, or similar writings that explain the action taken, when it was taken, and who made the decision,” and that “contemporaneous” means “by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting), or (2) 60 days after the date of the meeting or written action.” In other words, failure to timely approve meeting minutes could mean that you would have to check “no” to this question, which would not reflect well on your organization’s governance practices since the Form 990 is a highly visible public document.

Planning Tip – It is essential to properly document the Board’s approval of Board meeting minutes. Once approved, the minutes should be signed by an officer (generally, the secretary), thereby certifying that the minutes have been officially approved. Next, a PDF or image scan of the signed minutes should be promptly filed with the corporate records. Following these steps ensures that you can always locate an “official” copy of the minutes.

For all of the above reasons, nonprofit organizations are urged to make approval of the minutes of the prior meeting a high priority agenda item at each Board meeting.

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