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BOARD MEETING MINUTES
Discussion
The primary purpose of
board meeting minutes is to create an official record of the events that
transpire during a meeting. Minutes also demonstrate that the board is
fulfilling its duty of care. Minutes are legal documents that represent
the actions of the board, and they carry significant weight with courts and
investigating agencies. As a result, the board should be sensitive to what is
included and how board deliberations are presented. Write them as if they will be published in the
New York Times. They should not be a transcript of the meeting but should be
detailed enough so that those not in attendance can understand what occurred.
An important and positive
element of minutes is that they provide an opportunity for the organization to
create a record of conscientious compliance with its multiple legal obligations.
For example, minutes that reflect review and approval of the annual operating
budget and quarterly financial statements would support the contention that the
board is fulfilling its responsibility to ensure the financial integrity of the
nonprofit. In addition, a description of board review and approval of the annual
IRS Form 990 and audit, along with direct interaction with the auditing firm,
would demonstrate that the board provided oversight of funds held in the public
trust. A notation that the board conducted its annual review of insurance
coverages would show that the board was diligent about risk management and protecting those involved
in the nonprofit and its property.
Process:
To assist with well
prepared board minutes, NPCs should consider how they prepare for a board
meeting.
- Before
each board meeting:
about 20-30 days before the board meeting, a request for board meeting
topics should be sent to all board members. Then about 10 to 15 days before
the board meeting, the board chair and executive director should confer on
topics to be addressed during the board meeting. The chair and executive
director should then work together to gather and prepare enough
documentation for board members to make well-informed decisions. About 5
to10 days in advance, boards should be provided with the agenda and all
supporting documentation. This may include recommendations and any
reasonable alternatives. Board members should review the materials and come
to the board meeting prepared to discuss each issue before making decisions.
- During
each board meeting:
Time should be allowed for discussion, questions, evaluation and
consideration before taking action. Serious matters warrant greater
attention and deliberation, and this should be reflected in the minutes.
- After
the board meeting:
Board minutes should be written and distributed immediately. Board members
should respond with comments and corrections as soon as possible while the
meeting is still fresh in their minds. Each board member has an obligation
to carefully review the minutes of each meeting for accuracy. Members who
disagree with the draft minutes should bring their objection(s) forward
prior to approval of the minutes at the next board meeting.
Minimum requirements:
At a minimum, minutes should include the following:
·
Name of the organization
·
Location, date, and start and end time of meeting
·
Type of meeting - regular or special
·
Board members present (in person or by speakerphone if allowable under state
corporation laws) and absent
·
Other individuals present during the board meeting (i.e., staff and guests)
·
Existence of a quorum (minimum number of board members entitled to vote that
must be present at a meeting before any business can be transacted legally)
·
A brief description of each agenda item and the action taken by the board on
that item; note any recusals or abstentions; note dissenting votes upon request
of the board member
·
A notation about any actions that require follow-up by the board or staff
How much information should
be included? It
is not necessary, nor is it advisable, to record the name of the person who
makes a motion or seconds it, or who votes for or against it. This is because in
the event of a lawsuit, it provides the plaintiffs with details about who
supported or opposed the action. Recording the names of the board members who
voted for or against a motion provides a ready list of potential witnesses for
one side or the other and suggests divisions within the board. After the board
has made its decision, it is better to present a united position on a decision.
However, in an effort to maintain transparency for conflicts of interest,
abstentions or recusals should be reflected in the minutes. Also, upon request
a board member who disagrees with the outcome of a vote may have his/her name
noted in the minutes as a dissenting voter.
Absence from the meeting:
Board members’
absence should be noted in the minutes. Board members should be aware that
their absence from a meeting of the board does not relieve them of their duties
of care, loyalty or obedience. Nor does absence relieve the board member of the
consequences of the actions of the board. A board member may be held liable for
actions taken by a board even when that individual board member was not a
participant in the deliberations or the vote. Note: If a board member
notifies staff in advance that he/she will not attend a meeting, being "excused"
does not alter the fact that the board member was absent.
Sending a proxy:
Some states allow voting by proxy and any proxy votes should be recorded in the
minutes. A proxy provides someone else with instructions to vote on behalf of
the regular board member on a specific matter. Where allowed, this is a
very narrow authority and should not be construed as a means to delegate board
member responsibilities. Board members may not delegate their responsibilities
to others by sending someone to attend a board meeting in their place.
Because NPCs must have
statutory VA directors on the board (i.e., MCD, COS, ACOS/R and/or ACOS/E), NPCs
may wonder whether individuals serving in an “Acting” capacity may fill in for
these statutory positions. Whether they may depends on the facts and
circumstances of each situation. For example, it would not be appropriate for
an individual who is filling-in for the MCD while the MCD is on travel or annual
leave to actively participate in a board meeting. However, it may be
appropriate when the MCD is detailed to another facility for an indefinite
period that is likely to encompass several board meetings or it is unlikely the
MCD will return. It also may be appropriate if the position is vacant due to a
retirement or permanent re-assignment. It the position has been officially
assigned by VA to someone in an acting capacity, that person may serve in one of
the statutory VA positions. Feel free to check with Regional Counsel if
uncertain.
Permanent record:
Some organizations record board meetings. The purpose should be only to provide
a reference point if there is disagreement over an item in the draft minutes. As
soon as the minutes are approved by the board, the minutes become the legal
record and the recording should be destroyed. Approved minutes should be kept
in a safe place with other permanent records of the corporation.
Useful Resources
Sample Minutes:
Sample 1; Sample 2; Sample 3
NAVREF members who attended the 2006 NAVREF Annual
Conference will find an excellent discussion of minutes by Walter T. Gangl, Esq.
in the conference binder. See Section L
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