HTML Preview Corporate Minutes Of Meeting Sample page number 1.
December 2007
Updated July 2015
Updated January 2017
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Keeping Corporate Minutes
The DC Nonprofit Corporation Code
(the “Nonprofit Code”) provides that a
nonprofit must keep minutes of its Board
of Directors meetings as part of its
permanent records. In addition, IRS
Form 990 requires each nonprofit
organization to provide certain
information about its governance
practices. In particular, Item 8 of Part VI
of the IRS Form 990 requires the
nonprofit to disclose whether it
“Contemporaneously document[s] the
meetings held or written actions
undertaken during the year by” the board
of directors and any committee
authorized to act on behalf of the board.
The IRS has indicated that if a nonprofit
organization is unable to answer
affirmatively to questions such as Item
8, its management controls may be
suspect, and it will be more likely to be
audited. It is important for each not-for-
profit organization to review its
recordkeeping practices early in the
coming year so that it will be able to
answer affirmatively with respect to
Item 8 when it files its Form 990.
What’s more, an organization that
follows best practices with respect to the
keeping of minutes is also ensuring that
it is in compliance with the Nonprofit
Code and has documentation of
corporate actions.
This legal alert discusses the IRS
requirements for contemporaneous
documentation and provides additional
guidance for keeping accurate and
timely minutes of board and committee
meetings.
IRS Definition of “Contemporaneous
Documentation”
The instructions to Form 990 indicate
that minutes or other documentation of
board or committee actions will be
considered contemporaneous if they are
prepared before the later of the next
meeting of the body or 60 days after the
action is taken. Indeed, it is always in
the interest of accuracy to prepare
minutes as soon as possible after any
meeting, while the minute taker’s
memory is fresh.