Board meeting minutes template

Keeping board minutes in Word

Download the .docx with the Word button above. Nonprofit and association boards that don't use "RESOLVED, that" wording can change the resolutions table to five columns: Motion, Moved by, Seconded by, Vote and Result. Then:

• Click Enable Editing in the yellow Protected View bar, and type what never changes: the organization's name, the usual location, the officers and the quorum number from your bylaws.
• Save it as a Word template. In Word for Windows, choose File > Save As, pick Word Template in the Save as type list and save; it goes to the Custom Office Templates folder. Start each set of minutes from File > New > Personal (the button may say Custom). On a Mac, use File > Save as Template, then File > New from Template.
• Add a DRAFT watermark from Design > Watermark and turn on Track Changes from the Review tab before you send the draft to the chair, so every correction shows.
• After the board approves the minutes, accept or reject the changes from the Review tab, remove the watermark with Design > Watermark > Remove Watermark, sign the signature line and save a PDF with File > Save a Copy, choosing PDF as the file type.

When to use this template

• You've just been named board secretary and the previous minutes read like a transcript with no clear votes.
• A bank, investor or auditor has asked for the resolution that approved a loan, a stock grant or an officer appointment.
• A director stepped out for a conflicted vote and the record needs to show it.

Questions people ask

Do board minutes need to show how each director voted?

Most boards record the count and name anyone who voted against, abstained or was recused, rather than listing every yes. Directors who disagree with a decision often ask for their no vote to be on the record, and the minutes should honor that. Check your bylaws for anything more specific.

Who approves board minutes, and when?

The secretary sends a draft to the chair and then the board, ideally within a week or two of the meeting. The board approves it at its next meeting, often on the board's consent agenda, with any corrections made in the draft itself, so the new minutes only say it was approved "as corrected". The approved version is signed and filed in the minute book.

What is legally required in board meeting minutes?

That depends on your state's corporate law, your articles and bylaws, and sometimes your agreements with investors or lenders. Most state laws require minutes to be kept: Delaware has an officer record the proceedings of directors' meetings in a book kept for that purpose, and New York and California require nonprofits to keep minutes of board and committee meetings. For tax-exempt organizations, the IRS Form 990 asks whether every board meeting was documented by the next meeting or within 60 days, whichever is later, with what was done, when and by whom. This template follows common practice and isn't legal advice. If a decision is likely to be examined later, ask your organization's counsel how it should be written up.

How much of the discussion should board minutes include?

Very little. Robert's Rules of Order puts it plainly: minutes are a record of what was done at a meeting, not of what was said. A line saying the board discussed an item and what direction it gave is usually enough. Detailed accounts of who said what take longer to approve and can be quoted out of context years later. For recording a discussion that ended without a decision, see how to write meeting minutes.

How long should a board keep its minutes?

Keep them permanently. The IRS lists board minutes among the records a tax-exempt organization should keep for good, next to its articles, bylaws and determination letter, and in Delaware stockholders can ask to inspect board minutes as part of the corporation's books and records. Store the signed copies in one minute book, paper or electronic, in date order.

Sources

• Instructions for Form 990, Part VI, line 8 (IRS)What counts as contemporaneous documentation of board and committee meetings: by the later of the next meeting or 60 days.
• Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities (IRS)Lists board minutes among the records to keep permanently.
• Delaware General Corporation Law, Title 8, §142 and §220An officer records the proceedings of stockholder and director meetings; board minutes are books and records stockholders may inspect (§220 is in subchapter VII).
• New York Not-for-Profit Corporation Law §621Nonprofits keep minutes of the proceedings of members, the board and the executive committee.
• California Corporations Code §6320Nonprofit public benefit corporations keep minutes of members, the board and board committees.
• Robert's Rules of Order, Frequently Asked Questions (#15 and #16)Minutes record what was done, not what was said; corrected minutes are approved "as corrected".
• Attorney General's Guide for Charities (California, 2024)Boards review and approve the prior minutes, the secretary certifies them, and minutes identify directors with a conflict of interest.
• What is Protected View? (Microsoft Support)Downloaded files open in Protected View, and Enable Editing in the yellow bar lets you edit.
• Create a template (Microsoft Support)File > Save As > Word Template, File > New > Personal (or Custom), and the Mac Save as Template steps.
• Track changes in Word (Microsoft Support)Turning on Track Changes from the Review tab, and accepting or rejecting changes.
• Add a DRAFT watermark (Microsoft Support)Design > Watermark and the DRAFT preset.
• Save or convert to PDF or XPS in Office desktop apps (Microsoft Support)File > Save a Copy (or Save As) with PDF as the file type.

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