Basic Sample of Board of Directors Meeting Minutes
Vast majority of content
in this topic applies to for-profits and nonprofits. This book also covers this topic. 
|
© Copyright Carter McNamara, MBA, PhD
Description
The following sample agenda represents typical format and content of a board meeting minutes report. This sample should be customized to the particular culture and purpose of the organization. Note that board meeting minutes are very important. Minutes are considered legal documents by the auditors, IRS and courts, and they represent the actions of the board. Many assert that if it's not in the minutes, it didn't happen.
There is no standardized level of content and format for board minutes. In courts, as important as what you did is that you were reasonable when you did it. Therefore, sufficient information should be included to describe how board members reasonably came to reasonable decisions.
Include the name of the organization, date and time of meeting, who called it to order, who attended and if there a quorum, all motions made, any conflicts of interest or abstainments from voting, when the meeting ended and who developed the minutes.
The secretary of the board usually takes minutes during meetings.
Written minutes are distributed to board members before each meeting
for member's review. Minutes for the previous meeting should be
reviewed right away in the next meeting. Any changes should be
amended to the minutes and a new version submitted before the
next meeting where the new version is reviewed to be accepted.
Minutes should be retained in a manual and shared with all board
members.
Sample of Board Meeting Minutes
Name of Organization
(Board Meeting Minutes: Month Day,
Year)
(time and location)
Board Members:
Present: Bhata Bhatacharia, Jon White Bear, Douglas Carver, Elizabeth
Drucker, Pat Kyumoto, Jack Porter, Mary Rifkin and Leslie Zevon
Absent: Melissa Johnson
Quorum present? Yes
Others Present:
Exec. Director: Sheila Swanson
Other: Susan Johns, Consulting Accountant
Proceedings:
· Meeting called to order at 7:00 p.m. by Chair, Elizabeth Drucker
· (Last month's) meeting minutes were amended and approved
· Chief Executive's Report:
- Recommends that if we not able to find a new facility by the end of this month,
the organization should stay where in the current location over the winter.
After brief discussion, Board agreed.
- Staff member, Jackson Browne, and Swanson attended the National Practitioner's
Network meeting in Atlanta last month and gave a brief extemporaneous presentation.
Both are invited back next year to give a longer presentation about our organization.
After brief discussion, Board congratulated Swanson and asked her to pass on
their congratulations to Browne as well.
- Drucker asserts that our organization must ensure its name is associated with
whatever materials are distributed at that practitioner's meeting next year.
The organization should generate revenues where possible from the materials,
too.
- Swanson mentioned that staff member, Sheila Anderson's husband is ill and
in the hospital. MOTION to send a gift to Anderson's husband, expressing the
organization's sympathy and support; seconded and passed.
· Finance Committee report provided by Chair, Elizabeth Drucker:
- Drucker explained that consultant, Susan Johns, reviewed the organization's
bookkeeping procedures and found them to be satisfactory, in preparation for
the upcoming yearly financial audit. Funds recommends that our company ensure
the auditor provides a management letter along with the audit financial report.
· - Drucker reviewed highlights, trends and issues from the balance sheet,
income statement and cash flow statement. Issues include that high accounts
receivables require Finance Committee attention to policies and procedures to
ensure our organization receives more payments on time. After brief discussion
of the issues and suggestions about how to ensure receiving payments on time,
MOTION to accept financial statements; seconded and passed.
· Board Development Committee's report provided by Chair, Douglas
Carver:
- Carver reminded the Board of the scheduled retreat coming up in three months,
and provided a drafted retreat schedule for board review. MOTION to accept the
retreat agenda; seconded and passed.
- Carver presented members with a draft of the reworded By-laws paragraph that
would allow members to conduct actions over electronic mail. Carver suggested
review and a resolution to change the By-laws accordingly. Kyumoto suggested
that Swanson first seek legal counsel to verify if the proposed change is consistent
with state statute. Swanson agreed to accept this action and notify members
of the outcome in the next Board meeting.
· Other business:
- Porter noted that he was working with staff member, Jacob Smith, to help develop
an information management systems plan, and that two weeks ago he (Porter) had
mailed members three resumes from consultants to help with the plan. In the
mailing, Porter asked members for their opinions to help select a consultant.
Porter asked members for their opinions. (NOTE: Zevon noted that she was also
a computer consultant and was concerned about conflict of interest in her Board
role regarding this selection, and asked to be ABSTAINED from this selection.
Members agreed.) The majority of members agreed on Lease-or-Buy Consultants.
MOTION to use Lease-or-Buy Consultants; seconded and passed.
- Swanson announced that she had recently hired a new secretary, Karla Writewell.
· Assessment of the Meeting:
- Kyumoto noted that the past three meetings have run over the intended two-hour
time slot by half an hour. He asked members to be more mindful and focused during
discussions, and suggested that the Board Development Chair take an action to
identify solutions to this issue. Chair, Carver, agreed.
· Meeting adjourned at 9:30 p.m.
· Minutes submitted by Secretary, Bhata Bhatacharia.
Return to Board
Meeting Minutes
For the Category of Boards of Directors:
To round out your knowledge of this Library topic, you may want to review some related topics, available from the link below. Each of the related topics includes free, online resources.
Also, scan the Recommended Books listed below. They have been selected for their relevance and highly practical nature.