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Nonprofit Law updates from Cullinane Law Group. August 2013.
Cullinane Law Group

Do we have to keep minutes of board meetings?

While nonprofits must balance multiple priorities, keeping accurate board meeting minutes should be at the top of that list.

What are minutes?

Minutes are the record of the proceedings of a meeting.

The IRS and most state laws (section 3.151 of the Texas Business Organizations Code) require that corporations, including nonprofit corporations, keep copies of their meeting minutes.

Minutes are a governance measure that provides a historical record of the organization's activity.

What should be included in board minutes?

The minutes should provide a simple, clear explanation of what occurred at the board meeting (without being overly detailed). Avoid transcribing every word that is spoken. 

We advise that the following information be recorded in minutes:

  • The date and time of the meeting
  • How notification of the meeting was given to board members
  • The names of directors present and absent
  • The names of other guests
  • Whether a quorum was established
  • Any board actions or resolutions taken and the votes (for, against, abstention)
  • A brief summary of any reports or information presented to the board (these can be attached to the minutes)
  • Any potential or actual conflicts of interest, and how those conflicts were handled
  • The name of the person who prepared the minutes
Board resolutions and actions can be recorded simply. For example, minutes can state:
Resolutions: The following resolutions were presented to the Board of Directors:
  • Resolution 1: Election of Officers. The following named persons were elected to officers and will serve as officers until their successors are elected and qualified: Julie Hanson: President; Jennie Chepa: Treasurer; Karen Marcy: Secretary. Vote: 10 For; 0 Against; 0 Abstained from the vote.
  • Resolution 2: Adoption of Bylaws. The attached bylaws were approved. Vote: 9 For; 1 Against; 0 Abstained from the vote.
Learn more about keeping and recording minutes here.

photo of Mollie Cullinane
Mollie Cullinane
 

We work exclusively with nonprofits + social enterprises.

We help you turn your passion or cause into an organization that can make a difference.


We serve foundations, charities, professional athletes, religious organizations, social enterprises, and do-gooders throughout the United States who seek to create positive change.


Based in Austin, Texas.
Clients Nationwide.

512.298.2898
hello@cullinanelaw.com


Jeff Cullinane

Client Highlight: Little Herds

Little Herds is a new nonprofit corporation focused on educating the public about the environmental and health benefits of edible insects.

This is the first US nonprofit focused on entomophagy - the consumption of insects as food. 

Little Herds brings edible insects to anybody willing to try them. They aim to be the first place in Austin to serve insects, and to be the first group to grow them in Austin for consumer availability. 

Little Herds uses insects in unique and tasty ways to showcase how healthy, sustainable, and delicious these underutilized resources can be. 


Our family celebrated with Little Herds at Austin's Bug Eating Festival in June, and even enjoyed our first mealworm cookies and more!

Learn more about Little Herds here. You may enjoy an upcoming Ento Dinner. 

Nonprofits in the Great Plains

We enjoyed two weeks of family fun in the Great Plains. Much of our vacation centered around nonprofits - including national and state park associations. Some of our favorites:
The photo is of our girls with their best presidential faces. We hope you and yours have enjoyed some great summer adventures, too!

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