Do You Know How to Take Board Meeting Minutes?
By Raul Rivera
As the newly appointed secretary of his church board, Doug knew he was going to implement changes to the method of recording board meetings in the church. He was not, however, prepared for what he found when he searched through the church records.
Doug was shocked that he could not find any formal records of board meetings that had taken place over the last 5 years, during which time the church had purchased a building, given the pastor a salary increase, and hired two new staff members, among other things.
As Doug pondered the board’s mistake of not documenting previous board decisions, he could only think of what he had recently heard:
“A board meeting without board meeting minutes is merely fellowship.”
What should your church be documenting?
Think of board meeting minutes as a receipt. Without a receipt, you have little to no proof of purchase, and without board meeting minutes, you have little to no proof of the decisions being properly approved at your church.
Board meeting minutes, therefore, must be taken at each board meeting and properly formatted.
In essence, board meeting minutes are documented discussions and decisions made by the board of directors. Those minutes must also be read by each board member and approved by a vote from the board.
In short, when your church has a board meeting, it MUST be documented in minutes.
What should you do if board members live out of state?
The answer to this situation may be in your bylaws. In short, what your bylaws state about how the organization will hold board meetings can make or break you.
Every church, ministry, or any other type of nonprofit should include language in its bylaws that allows for board meetings to take place through electronic means.
State laws address this scenario, so why not have clauses within your bylaws that permit electronic means of attendance at a board meeting and unanimous written consent by email?
Both of these provisions are included in the bylaws that we help churches create through our StartRIGHT® Program.
Such bylaw provisions allow board members who live in other states to participate as if they were physically present at the meetings.
Are all board meetings the same?
The laws of all 50 states require that one board meeting, at a minimum, take place every year and that minutes be taken to document the decisions made by the members. This meeting is called the annual meeting of the directors.
In this meeting, the board discusses salaries, policies and procedures, housing allowances, retirement programs, insurance, financial reports, and a myriad of other items. This is often known as the big board meeting of the year.
The other type of board meeting is known as a special board meeting. This type of meeting takes place throughout the year in between annual meetings of the directors.
The purpose of a special board meeting is to discuss important plans and situations that cannot wait for the annual meeting.
Below are examples of matters that may arise during the year requiring a special board meeting:
- Building repairs;
- Hiring an employee;
- Major purchases (i.e. real estate and automobiles);
- Member disputes;
- Amendments to legal foundation (i.e. bylaws, articles of incorporation, ordination programs, etc.);
- Adopting new policies;
- Adding or removing a board member; and
- Discipline of a church member.
How to take board meeting minutes
Below is a checklist of how to properly schedule and record a board meeting.
- Create an agenda and properly format it with the call to order, reading of previous minutes, new business, old business, etc.
- Send out the notice in advance of a board meeting to each board member, and give sufficient time for the notice as required by your state's law.
- Create an attendance list to keep track of the members present and absent at the meeting.
- Keep detailed notes of the discussions and decisions of the board using a format based on the agenda.
- Use the notes to create the actual minutes using the format we recommend in our Ministry Records applet.
- Send a copy to each board member for his/her review.
- At the next board meeting, ratify the copy of the minutes from the previous meeting.
Board meeting minutes and your ministry’s corporate records
What good will board meetings be if the minutes do not appear in the corporate records?
Section 16.01(a) of the Model Nonprofit Corporation Act addresses the answer for us:
"A nonprofit corporation must keep as permanent records minutes of all meetings of its members, board of directors, and any designated body, a record of all actions taken by the members, board of directors, or members of a designated body without a meeting, and a record of all actions taken by a committee of the board of directors or a designated body on behalf of the corporation."
It also states that the corporation shall keep the following records in the office of the church or ministry:
- Articles (or restated articles) of incorporation and all amendments to them currently in effect;
- Bylaws (or restated bylaws) and all amendments to them currently in effect;
- Minutes of all meetings of members and records of all actions approved by the members for the past 3 years;
- All written communications to members within the past 3 years (in general), including the financial statements furnished for the past 3 years;
- A list of the names and business, or home, addresses of its current directors and officers; and
- Its most recent annual report delivered to the secretary of state.
Nearing the end of the year
As we draw closer to the end of the year, we find ourselves in a season of change. We are preparing for the new year and new blessings that are just around the corner, and during this time of year I often find myself thinking of 1 Corinthians 14:40, which states, “Everything should be done in a fitting and orderly way.”
As you head into this new season, allow us to assist in preparing your board meeting minutes so they address key items to start the year right. Our new KeepRIGHT Program might be exactly what you have been looking for to help.
Give us a call at 877-494-4655 to find out how the KeepRIGHT Program can help you with your annual board meeting minutes, or join us at a conference to learn about committing your ministry to excellence.