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Non Profit Meeting Minutes Template
Non Profit Meeting Minutes Template
ORGANIZATION MANAGEMENT, INC.
®
OCTOBER 9, 2006
A SPECIAL REPORT FROM THE NON-PROFIT LEGAL & TAX LETTER
®
Non-Profit Legal Guide to Meeting Minutes
by Hugh K. Webster
Webster, Chamberlain & Bean
Washington, D.C.
Published by Organization Management, Inc.
®
P.O. Box 368, Lovettsville, VA 20180-0368
Summary: Minutes of Board meetings and other
key committee meetings should be drafted with
care and deliberation. Poorly or hastily written
minutes can be harmful to an organization in the
event of litigation or government investigation,
but well crafted minutes not only avoid harming
the organization, but can actually be highly
beneficial.
INTRODUCTION
When the Internal Revenue Service began its
just recently concluded investigation of the
National Association for the Advancement of
Colored People (NAACP) in October 2004 based
on charges of improper political activity, one of
the very first document requests by the IRS was
for minutes of NAACP Board of Directors and
Executive Committee meetings. This, in fact,
was to be expected. Whenever a non-profit
organization is named in a lawsuit or is the
subject of an investigation – whether the
opposing party is a private litigant, the federal
government, or a State attorney general – the
minutes of Board and other meetings are sought
and closely scrutinized.
Indeed, the Internal Revenue Service Manual
1
itself provides the following instruction to
examining agents:
The minute book [of an exempt
organization] usually provides a
summary of the activities conducted
during the year. A review of the
minute book may also give an
indication of the thinking and intent of
those controlling the organization.
[When reviewing minutes], do not
confine your review solely to the
taxable year under examination.
Cover at least some of the tax years
immediately before and after. Expand
your review as circumstances warrant.
Review the minutes of any com-
mittees that maintain separate
minutes.
STRATEGIC DRAFTING OF MINUTES
Probably the best example of how the drafting of
minutes can harm, or help, an organization
embroiled in a legal dispute involved a lawsuit
against the members of a Board of Directors in
which the Board members were accused of
negligence in approving a top executive’s
employment agreement and compensation
package.
The plaintiffs alleged that the Board members
approved the contract without having sufficient
knowledge of its terms and used as evidence Board
minutes which seemed to indicate that the Board
spent very little time considering the arrangement.
As stated by the Court:
The minutes of the meeting were 15
pages long, but only a page and a half
covered [the executive's possible
employment]. A portion of that page
1
Exempt Organization Examination Guidelines, Part
VII, Section 7.8.1, Chapter 1
Phone 540/822-3928 Fax 540/822-3945 E-mail Taxletter@aol.com
COPYRIGHT 2006 IT IS ILLEGAL TO PHOTOCOPY OR REPRODUCE THIS REPORT IN ANY WAY
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