Nonprofit Meetings, Minutes & Records: How to Properly Document Your Nonprofit's Actions

By Anthony Mancuso

Board meetings and documentation made easy!

Good corporate governance and legal record keeping are
essential for nonprofits. Nonprofit Meetings, Minutes & Records
provides everything you need to hold meetings and properly document actions
taken by your board and members. The book includes guidance and forms to:

•    call,
notice, and hold meetings of directors and members

•    appoint
officers and elect directors

•    prepare
minutes of meetings

•    take action
by written consent

•    set up a corporate records book, and more.

Nonprofit Meetings, Minutes & Records will help
you maintain a legal paper trail that demonstrates effective board oversight to
funders, the IRS, and others.

Attorney Anthony Mancuso is the author of How to
Form a Nonprofit Corporation, LLC or Corporation? and Incorporate Your
Business. His books and software have shown over 500,000 businesses how to
incorporate.

• Language: English
• Publisher: NOLO
• Release date: Dec 27, 2022
• ISBN: 9781413330397

Anthony Mancuso

Anthony Mancuso is a corporations and limited liability company expert. A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar. Tony writes books and software in the fields of corporate and LLC law and has studied advanced business taxation at Golden Gate University in San Francisco. He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies. He is currently employed at Google in Mountain View, California. Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and LLCs. Among his current books are The Corporate Records Handbook; How to Form a Nonprofit Corporation; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500,000 businesses and organizations how to form and operate a corporation or an LLC. Tony is a licensed helicopter pilot and guitarist.

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4th Edition

Nonprofit Meetings,

Minutes & Records

How to Properly Document

Your Nonprofit’s Actions

Attorney Anthony Mancuso

Logo: Nolo

FOURTH EDITION

JANUARY 2023

EDITOR

GLEN SECOR

Cover Design

SUSAN PUTNEY

Proofreading

JOCELYN TRUITT

Index

UNGER INDEXING

Printing

SHERIDAN

Names: Mancuso, Anthony, author.

Title: Nonprofit meetings, minutes & records : how to properly document your nonprofit’s actions / Attorney Anthony Mancuso.

Description: Fourth edition. | El Segundo : Nolo, 2022. | Includes index.

Identifiers: LCCN 2022030025 | ISBN 9781413330380 (paperback) | ISBN 9781413330397 (ebook)

Subjects: LCSH: Nonprofit organizations--United States--Management. | Nonprofit organizations--Law and legislation--United States. | Nonprofit organizations--United States--Records and correspondence.

Classification: LCC HD62.6 .M367 2022 | DDC 658/.048--dc23/eng/20220829

LC record available at https://lccn.loc.gov/2022030025

This book covers only U.S. law, unless it specifically states otherwise.

Copyright © 2008, 2011, 2018, and 2022 by Anthony Mancuso. All rights reserved.

The NOLO trademark is registered in the U.S. Patent and Trademark Office. Printed in the U.S.A. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without prior written permission. Reproduction prohibitions do not apply to the forms contained in this product when reproduced for personal use. For information on bulk purchases or corporate premium sales, please contact [e-mail].

Please note

Accurate, plain-English legal information can help you solve many of your own legal problems. But this text is not a substitute for personalized advice from a knowledgeable lawyer. If you want the help of a trained professional—and we’ll always point out situations in which we think that’s a good idea—consult an attorney licensed to practice in your state.

Acknowledgments

The author thanks Glen Secor for editing this edition. A big thanks to the entire Nolo team for helping me put together and publish another consumer law book for hardworking nonprofits.

About the Author

Anthony Mancuso is a corporations and limited liability company expert. A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar, writes books and software in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco. He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies. He is currently employed at Google in Mountain View, California.

Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and limited liability companies. Among his current books are How to Form a Nonprofit Corporation; The Corporate Records Handbook; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown more than 500,000 businesses and organizations how to form and operate a corporation or an LLC. Tony is a licensed helicopter pilot and performs as a guitarist.

Table of Contents

Introduction

1Housekeeping 101—Understand and Organize Your Records

Your Key Organizational Documents

Organize Your Corporate Records

Looking Up the Law Yourself

State Corporate Filing Offices

When to Consult a Professional

2Obtaining Board or Member Approval—Meetings and Written Consents

When Is Board Approval Required?

When Is Membership Approval (or Ratification) Required?

How Boards (and Members) Take Action

Why You Need to Document Board Votes and Consents

3Premeeting Steps—How to Call, Notice, and Prepare for Your Meeting

Premeeting Steps—An Overview

Going Through the Steps

4The Big Day—Holding Your Meeting

Decide What Rules You’ll Follow

Gather at Your Meeting Location

Appoint a Chairperson and Secretary

Call the Meeting to Order

Make Sure That a Quorum Is Present

Get Down to Business

Approving Resolutions

Voting Rules for Directors and Members

The End: Adjourn the Meeting

5Minutes for Directors’ Annual and Special Meetings

Some Basics on Minute-Taking

Preparing Minutes for an Annual Meeting of Directors

Preparing Minutes for a Special Meeting of Directors

Preparing Minutes for Other Regular Meetings of Directors

6Minutes for Members’ Annual and Special Meetings

Some Basics on Minute-Taking

Preparing Minutes for an Annual Meeting of Members

Preparing Minutes for a Special Meeting of Members

7How to Take Action by Written Consent

Check Your Written Consent Rules

Place Signed Consent Forms in Your Corporate Records Book

8Help Beyond This Book

How to Find the Right Lawyer

Dealing With Tax Issues

Appendixes

AHow to Use the Downloadable Forms on the Nolo Website

Editing RTFs

List of Forms

BHow to Locate Nonprofit Corporation Resources Online

State Secretary of State Office

State Tax Office Website

State Nonprofit Corporation Law Lookup

CMeeting and Minutes Forms

Call, Notice, and Meeting Preparation Forms

Membership Roster

Meeting Summary Sheet

Call of Meeting

Meeting Participant List

Notice of Meeting

Waiver of Notice of Meeting

Acknowledgment of Receipt of Notice of Meeting

Proxy

Approval of Minutes

Minutes and Consent Forms

Minutes of the Annual Meeting of Directors

Minutes of Special Meeting of Directors

Minutes of Annual Meeting of Members

Minutes of Special Meeting of Members

Written Consent to Action Without Meeting

Index

Introduction

Forming a nonprofit corporation is an intensive, and often exhausting, task. All too often, after the founders successfully create their new entity and obtain tax-exempt status, they take a deep breath and get back to doing what they do best—helping a cause or carrying out a mission. However, when you form a nonprofit corporation, you take on certain responsibilities. Although you probably don’t feel like part of a corporation, you must learn how to take action as a corporation and keep proper records. You will need to properly call, notice, hold, and document director, committee, and membership meetings and create a corporate records book to store your minutes and other corporate records.

These are not difficult tasks, but you don’t want to neglect them. Failure to take care of your corporate responsibilities could result in your nonprofit being stripped of its corporate and tax-exempt status. This could have disastrous consequences, including the loss of crucial tax benefits for your nonprofit and limited liability protection for your principals.

This book explains everything you need to know to take care of your legal record-keeping responsibilities. We show you step by step how to:

call, notice, hold, and document meetings of directors, members, and committees

take action by written consent (for directors or members) without a meeting, and

set up a corporate records book.

We also explain which type of corporate decisions or actions require approval from your directors or members. The paperwork you need to take corporate action consists of notice and minutes forms for meetings or written consent forms. All the forms you need are on Nolo’s website (see the link below). That way, you can quickly and easily make your own customized forms. There are samples of all the forms in the text with detailed instructions on how to fill them out.

With this book and its sample forms, you will find that you are able to take care of most of the routine regular and special meeting paperwork for your nonprofit yourself. You may still need to consult a lawyer for help with more complicated legal matters relating to meetings and record keeping—we explain how to find a helpful nonprofit lawyer in Chapter 8.

The information and forms in this book are intended primarily for nonprofits that are exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. Generally, these are nonprofits that are organized and operated for charitable, religious, education, literary, or scientific purposes. This can include a wide range of nonprofits—from small grassroots organizations to medium-sized and larger institutional nonprofits. Other types of nonprofits (such as 501(c)(4) political lobbying nonprofits, 501(c)(6) social welfare groups, and other mutual benefit corporations—homeowners’ associations, social clubs, and the like) may also find this book useful to

Reviews for Nonprofit Meetings, Minutes & Records

[wkelly42 · Rating: 4 out of 5 stars]

Nonprofit businesses and organizations are not always started by people with a background in business. They are stated by people who have a message and a vision, and want to spread that message to others. They are people who see a need and want to help, who are more interested in supporting the cause than making a profit. They don't have a business background, and that can get them into trouble if they're not careful.This book won't tell you how to start your nonprofit business. It will tell you how to run your nonprofit effectively, and keep records so that you won't have problems later on. It's not a book to read cover to cover; it's a book to keep and refer back to as needed. But anyone who is running or considering starting a nonprofit organization needs this book.