Nonprofit board meetings: record decisions you can stand behind

Why the record matters more for a nonprofit board

Board members owe the organization three duties: care, loyalty and obedience. The Washington Secretary of State's guide for board service describes them as competent oversight, undivided allegiance when making decisions, and faithfulness to the mission.

The same guide expects written minutes at every board meeting, taken by someone other than the chair. Minutes should reflect discussions and actions, and normally record any dissent. Board members should review and approve them by the next meeting.

Which rules apply depends on your state and the return you file. This page is a practical workflow, not legal or tax advice.

What Form 990 asks about meetings

Form 990, Part VI, line 8 asks whether the organization documented its governing body's meetings and written actions, and those of committees with authority to act for it. The IRS instructions say to answer yes only if every one was documented contemporaneously.

Documentation can be approved minutes, email or similar writings, by any means your state's law permits. It must explain the action taken, when it was taken and who made the decision.

Contemporaneous means by the later of two dates: the body's next meeting, or 60 days after the meeting or written action. A "no" must be explained on Schedule O.

Before the meeting

Send the agenda and board packet early, and mark which items need a vote. List committee reports that include actions taken under delegated authority. Those committees fall under the same documentation question.

Add a standing conflict-of-interest item at the start of the agenda. Form 990 line 12 asks whether you have a written conflict of interest policy and whether covered people disclose their interests at least annually.

It also asks whether you regularly monitor and enforce the policy. If so, Schedule O asks you to describe your practices, including any limits on conflicted people, such as keeping them out of deliberations and decisions. A prompt at every meeting makes those answers easy to support.

During the meeting: capture actions, not conversation

Minutes are a record of actions, not a transcript. For each vote, the secretary records the motion as worded and the result. Note anyone who voted against, abstained or left the room because of a conflict.

Summarize the discussion in a sentence or two. An executive session, such as one on personnel, can leave discussion out of the main minutes. Any action it takes still needs timely documentation, for example in separate confidential minutes.

After the meeting: document inside the window

Circulate draft minutes within days, while people still remember the meeting. Put their approval on the next agenda.

Watch the IRS window. If your board meets monthly, the next meeting comes before day 60, so the deadline is 60 days after the meeting. Make sure each action is documented by then, even if formal approval slips.

File approved minutes where future board members and auditors can find them.

Drafting minutes with Bridge

Record the board meeting in Bridge from the web app or the Mac desktop app, including when everyone is in one room. Tell members before you start, and don't record sessions your bylaws keep off the record.

Each completed meeting has notes with a summary, decisions and follow-ups next to a speaker-labeled transcript. Use them as the secretary's working draft. Check each motion and vote against the transcript, then adopt the minutes through the board's normal approval.

Where boards go wrong

• Treating a recording or transcript as the minutes. It is long, unapproved and hard to search for a specific action.
• Forgetting committees with authority to act. Their decisions need the same timely documentation.
• Leaving actions undocumented past the later of the next meeting or 60 days.
• Recording conflict disclosures only in an annual questionnaire, not at the decision where they mattered.