4 No-Nonsense Reasons to Take Good Minutes – Part 1

by Bradley Arant Boult Cummings LLP
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Bradley Arant Boult Cummings LLP

Taking minutes arguably tops the list of “most thankless jobs,” and those who assume the role often wish they hadn’t been such a willing volunteer. But accurate minutes are a parliamentary procedure “must” for all non-profits – including homeowners associations, churches, unions, sororities, and political parties. Here’s why:

Minutes Are Required by Law

It’s always good to know the law, right? Before you and your group get into trouble, here’s the legal basis for taking minutes.

State Laws – Most (if not all) states require corporations to keep minutes of the proceedings of its members, board of directors, and committees.

Federal Laws – In addition to state laws governing minutes, the IRS is also interested in whether non-profits are documenting their governance decisions. The IRS has devoted a section of Form 990 to “Governing Body and Management,” which, among other questions, asks whether “the organization contemporaneously document[ed] the meetings held or written actions undertaken during the [previous] year by . . . the governing body [and] [e]ach committee with authority to act on behalf of the governing body” (Form 990, Section VI, Question 8).

Documentation can occur by any means permitted under state law but must “explain the action taken, when it was taken, and who made the decision” (Form 990 Instructions at 21).

“[C]ontemporaneous” means “by the date of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting) or (2) 60 days after the date of the meeting or written action” (Form 990 Instructions at 21).

I know what you’re thinking: So, is this really a legal “must” or just a favorite of Robert’s Rules? Admittedly, the IRS does not require non-profits to document their governance decisions (Form 990, Part VI – Governance – Use of Part VI Information). But the agency is up front about its intent to use the information in Form 990 Part VI to “assess noncompliance and the risk of noncompliance with federal tax law of individual organizations” (Form 990, Part VI – Governance – Use of Part VI Information).

The bottom line: Keeping accurate, current minutes is an important part of documenting decisions to demonstrate an organized approach to governance and strategic planning, and to defend against investigations into failed compliance. And the law would love you to write ‘em up ASAP, or at least within 60 days.

Minutes Save Time and Help Prevent Confusion

Let’s face it – meetings can be boring and mind-numbing, i.e., a perfect recipe for distraction and a great excuse to check (and re-check) every app on your phone. Even without long‑winded speeches and endless agenda items, the details of a meeting can be hard to follow if amendments and procedural motions are in play.

The upshot? It’s easy to leave a meeting without a clear understanding of the actions taken. And even if you think you know which motions passed and failed, odds are you won’t be able to recall the precise wording or the details that will most certainly become important when members begin to execute approved plans, or when someone suggests an alternative course several weeks or months later.

Minutes to the Rescue

Minutes fill this memory gap and provide a clear record (i.e., the exact wording) of motions that passed and failed. Well-organized minutes of previous meetings also act as a ready reference down the road when the chair or other members want a quick answer to previous decisions on a specific topic.

Stay tuned…Next week’s post will give you two more reasons that taking accurate minutes is key.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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