Q&A #85 – Are committees required to keep meeting minutes?

Question: I recently joined the Board of Directors of a nonprofit organization and volunteered to serve on one of their committees. I noticed that this committee does not keep minutes of its meetings. Are committees required to keep minutes of their meetings, or does this requirement only apply to Board meetings?

Answer: Check your state’s nonprofit corporation statute to be sure, but these laws generally require that Board committees keep minutes of their meetings, or at least records of all official actions taken by these committees. Further, the Form 990 inquires whether organizations contemporaneously document meetings held, or written actions taken by, committees authorized to act on behalf of the Board (see Part VI, Section A, Line 8b). Therefore, it is highly recommended, and may be required by applicable state law, to keep minutes of committee meetings.

However, there is an important distinction between Board committees and committees that serve in a purely advisory role. Board committees are formal committees that are established by the Board of Directors, made up entirely or almost entirely of Board members, and have authority to make decisions or exercise Board-delegated powers. Examples of Board committees typically include the executive committee, finance committee, and other standing committees. Committees that serve in a purely advisory role are generally formed to study issues and make recommendations rather than to exercise Board-delegated powers, and typically include advisory councils, task forces, working groups, and other similar bodies).

State nonprofit corporation law recordkeeping requirements are often directed only at Board committees, as is the Form 990 question referenced above. This means that committees serving in a purely advisory role are generally permitted to establish less formal recordkeeping practices.

Planning Tip – There are numerous legal implications of having committees that exercise Board-delegated powers. Many nonprofits confuse this issue by using the term “committee” too broadly. To avoid ambiguity, reserve the word “committee” only for the standing committees that are referenced specifically in your organization’s Bylaws and that are empowered to take action on behalf of the Board. Other bodies should be described as advisory councils, task forces, working groups, or other similar names.

Regardless of whether meeting minutes are strictly required for a particular committee, it is generally recommended that nonprofits should establish clear and consistent recordkeeping requirements for all governing and volunteer leadership bodies that serve the organization. This is an important part of an organization’s commitment to accountability and transparency.

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