Posted on Wednesday, February 25, 2015
The Indiana Code requires nonprofit organizations to keep permanently written minutes of all meetings of members and records of all actions approved by the members, as well as actions taken by committees of the board. The Code goes on to state that a copy of the minutes of all meetings of members and records of all actions approved by the members for the past 3 years should be kept at the organization’s principal office. The IRS also asks in Part VI, Governance Management and Disclosure of Form 990, Return of Organization Exempt From Income Tax if the organization has written board and committee minutes.
In order to make sure your organization is in compliance with Indiana law and can answer “yes” to these questions on its 990, an individual (usually the Secretary) should be designated to take minutes at each board meeting. An additional individual should be selected as a backup in the case of the Secretary’s absence. There should also be an individual designated at each committee meeting to take minutes.
There is no standard format for written minutes; however, there are specific items that should be included.
Date and time of meeting
If a quorum was met
List of members in attendance, excused and absent
List of any guests in attendance
Significant decisions and action items
Recusals from discussion or voting due to conflict of interests
In addition, the minutes should note the name and date of the individually taking minutes.
Minutes should be circulated in a reasonable time after the meeting to all board members so that they can be reviewed and approved at the next meeting.
Posted by: Carrie Minnich, CPA
Posted in Mission Minded Nonprofits
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