In short, the answer is yes – and no. If the non-profit is considered a governmental entity, then it must make its board meeting minutes public. If it is not, then it is at liberty to keep those minutes private. However, with the scrutiny of non-profits at an all-time high, some non-profits may wish to make their meeting minutes public to foster trust and donor engagement.
In this article, we’re going to examine the current regulations surrounding non-profit board meetings, the legal issues attached to minutekeeping, and best practices for nonprofit boards to make sure you have the most effective, transparent procedures possible.
What are nonprofit board meeting minutes?
Meeting minutes serve as an official record of board discussions, documenting how decisions were made. They summarize conversations, conclusions, and next steps.
This official and legal record shows the organization is transparent and accountable, allowing potential stakeholders to gain reassurance about resource allocation. Aside from this, nonprofit law mandates properly recorded minutes if an institution wants to maintain tax-exempt status.
Minutes also protect the organization legally. Courts often refer to board minutes to ensure that nonprofit executive directors acted in the organization’s best interest.
What should be included in the nonprofit board meeting minutes?
- Start with essentials: the date, time, place of the meeting, previous meeting approval, and the list of attendees
- Provide a brief overview of the key points discussed during the meeting.
- Document any motions put forward, who made them, and who seconded them.
- Record the outcome of each vote, indicating whether the motion passed or failed.
- Include dissenting opinions to show that different perspectives were considered before final decisions.
Further reading: How long should a board meeting last?
When are nonprofit board meeting minutes public?
Determining when nonprofit board meeting minutes are public depends on various factors, including the type of organization, governing laws, internal policies, and existing bylaws.
Most organizations don’t need to make their nonprofit meeting minutes public unless they are considered governmental entities.
These institutions are:
- School boards.
- State universities.
- Quasi-governmental groups (e.g. public libraries.)
- Municipal agencies.
- Public health organizations.
- State-funded commissions or councils.
- Regional transportation authorities.
- Government-affiliated cultural institutions (e.g., public museums or art centers).
Publicly disclosing nonprofit meeting minutes has both advantages and potential drawbacks:
| Pros | Cons |
| Builds accountability and trust with stakeholders. | May expose sensitive information. |
| Increases stakeholder understanding of the reasoning behind decisions. | Details might be misunderstood without full context. |
| Demonstrates the commitment of nonprofit executive committees to ethical practices and openness. | Could be used in lawsuits or disputes. |
| Provides a paper trail that’s useful for future reference and historical context. | When taken out of context, controversial decisions could spark public criticism or unwanted media attention. |
| Maintains transparency standards and avoids penalties. | Board members may hold back to avoid public scrutiny. |
Legal requirements for the public disclosure of meeting minutes
Laws mandating public disclosure of meeting minutes vary by jurisdiction but generally fall under broader open meeting or sunshine laws (see below). In some states, nonprofits are required to provide public access to minutes when they receive government funding or operate as public charities.
Legal disclosure requirements come with various nuances. For instance, there is often a question of whether full details of meetings must be disclosed or if a summary of key decisions suffices. As a result, this distinction can impact how information is prepared and shared.
Let’s dive into a detailed explanation of the essential laws and regulations:
- Sunshine Laws. These laws mandate public access to meeting minutes and may apply to nonprofits that receive significant public funding or have close affiliations with governmental agencies.
- The New Model Nonprofit Corporation Act (MNCA). It establishes a general expectation for nonprofits to record minutes of board and member meetings. However, the requirement for public disclosure of these minutes depends on how the act is adopted or modified at the state level.
- Guidelines of the Internal Revenue Service (IRS). The IRS requires thorough record-keeping for tax-exempt organizations, but it does not mandate public disclosure of meeting minutes. For potential IRS audits, organizations must document attendance and decisions made.
Pro tip: the IRS recommends voluntarily sharing essential documents like Form 990.
State-specific sunshine laws and public disclosure
Here’s a table outlining some of the state laws about nonprofit meeting minutes.
| State | Open Meetings Law Name | Key Provisions |
| Alabama | Alabama Open Meetings Act | Meetings must be public; exceptions include executive sessions for legal matters or personnel issues. |
| California | Brown Act | Local government meetings must be public; exceptions include litigation, labor negotiations, and real estate discussions. |
| Florida | Government in the Sunshine Law | All public board meetings are open; exceptions include discussions on security and pending litigation. |
| New York | Open Meetings Law | Public body meetings are open; executive sessions are allowed for personnel, legal, and contract matters. |
| Texas | Texas Open Meetings Act | Open board meetings with required notices; exceptions include legal consultations and real property negotiations. |
| Wisconsin | Wisconsin Open Meetings Law | Mandates open meetings; exceptions cover competitive or bargaining sessions and sensitive legal advice. |
| Missouri | Missouri Sunshine Law | Ensures public access; exceptions include security issues, legal matters, and personnel discussions. |
| Tennessee | Tennessee Open Meetings Act | Ensures that meetings of governmental bodies are open to the public, with provisions for notice and exceptions |
| Virginia | Virginia Freedom of Information Act | Meetings must be public; exceptions include personnel, legal advice, and contract negotiation sessions. |
| Washington | Washington Open Public Meetings Act | Requires public access; exceptions cover national security, real estate, and legal consultations. |
Confidentiality vs. transparency in nonprofit governance
An important aspect of public disclosure is determining what content should remain confidential. While transparency is paramount, there are certain exceptions:
- Sensitive or proprietary information. Legal counsel may advise redacting or withholding parts of the minutes to protect sensitive data, including trade secrets or confidential discussions.
- Executive sessions. When covering sensitive topics such as litigation or personnel issues, minutes may be exempt from public disclosure but must be appropriately documented.
- Data protection compliance. Especially relevant in the EU, GDPR requires organizations to manage disclosures without violating data privacy laws.
How to formulate your board meeting minutes policy
A comprehensive board meeting minutes policy is an essential component of strong governance.
To build a strong policy, cover these main points:
- Scope and responsibility
Identify who is responsible for taking and managing the minutes. This is usually the board secretary or a designated person. Clearly outline their tasks, which include preparing, drafting, reviewing, and finalizing the minutes for board approval. - Set content standards
Establish the list of items to be included in the draft. Typically, it contains key details, discussion summaries, motions, votes, and action items. - Outline format and structure
Keep the format consistent so that minutes are easy to read and understand. For maximum results, download a free board meeting minutes template. - Ensure compliance and legal adherence
When creating a policy for nonprofit board minutes, it’s best to seek third-party expertise and consult attorneys for legal advice. - Implement technology
Boards increase using dedicated software to optimize meeting preparation processes. Board portals have sophisticated collaborative features that allow multiple users to review and annotate drafts, reducing the time spent.
Key takeaways
- Well-prepared board meeting minutes reflect professionalism and a commitment to good governance. They help keep the organization on track, build trust with stakeholders, and make sure the board’s work is effective.
- Most nonprofits are not required to share board meeting minutes unless they receive governmental funding.
- To maintain transparency and protect sensitive information, organizations must understand what nonprofit board meeting minutes are public. Typically, they include AGM summaries, general membership minutes, publicly-funded nonprofit minutes, state-required disclosures, and key decision summaries.
- How to make board meeting minutes public: Redact sensitive information, obtain approval, and share the minutes through the organization’s website or public channels while ensuring compliance with relevant