Under the Illinois Not for Profit Corporation Act, an organization’s Board of Directors must meet at least once per year to make and record major decisions about the direction of the organization. Minutes are the history of the organization and the Board’s major actions. Deciding what should go into your minutes is often more art than science. Here are our recommendations:
1. They should reflect who was present and absent. You can therefore determine if a quorum was present.
2. Minutes should provide a summary of topics discussed and actions that were taken. You rarely need to go into the details of who said what.
3. Minutes should reflect votes that were taken. If a director who voted no on a matter wants his vote recorded, record it in the minutes.
4. If a Board encounters a controversial subject or one that requires more study appoint a committee to study the subject and report to the board. A committee’s report should be more detailed than Board minutes because they are educating the Board and making recommendations.
5. When voting on a motion at a meeting, have the secretary read back the motion so that the parties can agree on what they are voting on.
6. Finally, we recommend that the organization’s attorney review the minutes to make sure they don’t contain anything that could lead to problems.
By faithfully recording the Board’s meetings, you will provide a history of the organization’s actions and reduce the risk of problems. If you have questions about this, please call us.