Minutes

Board minutes are not a transcript. They are not a summary of the debate. They are a formal record of what the board decided — who moved, who seconded, whether the vote carried, and what the organisation is now authorised to do. That distinction matters the moment something goes wrong.

In a governance dispute, a regulatory inquiry, or litigation, minutes are typically the only contemporaneous evidence of board action. A director's memory of what was discussed carries almost no weight against a signed set of minutes. If the minutes do not reflect a decision, it is very difficult to argue that the decision was made at all.

What belongs in the record

The Internal Revenue Service looks at minutes when it audits an exempt organisation's governance. Part VI of the Form 990 asks whether the board reviews the Form 990 ↗ before filing; minutes should show that it did. The same logic applies to any action the return asks about — compensation approvals, conflict-of-interest disclosures, major policy adoptions.

Beyond the IRS, state attorneys general supervise charitable corporations and can subpoena board records. The National Association of State Charity Officials ↗ coordinates enforcement across jurisdictions, and well-kept minutes are the primary defence against a finding that directors failed their duty of care.

Legally, minutes must capture: the date, time and place of the meeting; confirmation that quorum was met; the names of those present and absent; each resolution or motion and its disposition; and the vote count if any director requests one. Approval of the prior meeting's minutes is itself a separate action that should appear in the record.

What minutes should not contain is the argument. The deliberation that led to a vote is generally protected by the business-judgment rule; preserving it in writing can create litigation exposure without adding legal protection. Boards sometimes record that deliberation occurred without describing its content — a defensible and common practice.

Approval and custody

Minutes are typically drafted by the secretary, circulated in draft before the next meeting, and formally approved at that meeting. Until approved, they are not the official record. Once approved and signed, they should be kept indefinitely; the IRS's own guidance on record retention treats permanent corporate records — including minutes — as precisely that: permanent.

Executive-session minutes, covering topics discussed without staff present, are kept separately and with stricter access controls. They are still board records and subject to the same retention requirement.

A missing set of minutes for a year in which the board approved an excess benefit transaction remedy, amended the bylaws, or accepted a major restricted gift is not a minor housekeeping failure. It is a gap in the organisation's legal history that may never be closed.