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Question Of The Week: How Should We Revise Board Minutes?

Editor’s Note:  Most weeks, non-profit expert Don Kramer will answer a question about non-profit law or governance.  

QUESTION:  I am the secretary of a mid-sized nonprofit corporation. At the last board meeting, the CFO reported an amount the organization expected to receive for a stimulus payment, which was correctly recorded in the minutes. At the next meeting, the CEO said the recorded amount was incorrect and the minutes should be amended to reflect the correct amount. When information reported at a board meeting is correctly recorded in the minutes but is later determined to be incorrect, should the minutes be amended or should the updated information simply be noted in the minutes of the subsequent meeting? —From the website

ANSWER:  There are few absolutes about keeping minutes of board meetings (See Ready Reference Page: “Preparing Minutes of Board Meetings Is Usually More Art Than Science”), but they are the primary contemporary record of what happened at the meetings and ought to reflect what happened accurately. 

The type of corrections I have seen made most frequently are things like moving a director from the present group to the absent group when the person was not actually there, correcting a misspelling in a contractor’s name, or, more substantively, recording a director’s dissent from the vote on a resolution when the dissent was not noted in the original draft.

Since it would not be more accurate to say that the CFO said the anticipated payment would be $X when the CFO actually said it would be $Y, I would not put new words in the CFO’s mouth. It would be fine to include a parenthetical phrase in the minutes of the first meeting (or in the paragraph on the approval of minutes in the subsequent meeting) that the CEO subsequently corrected the anticipated amount to $X, but it would not be accurate to say that the CFO originally said it would be $X. 

If the amount was immaterial to the discussion or to anything the Board did at the meeting, you might just say that the CFO mentioned an anticipated payment, without including the amount at all. (You definitely would not want to do that if the board had relied on the CFO’s number in making a decision, such as approving a budget. Having had the right number might have caused the board to reach a different decision.) 

It may not be necessary to immortalize the fact that the CFO gave the wrong amount, but I would never want to have to testify that I changed the record of what the CFO actually did say to make a record that wasn’t true. It would undercut the credibility of everything else I had to say.

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Donald Kramer

Donald W. Kramer is chair of the Nonprofit Law Group at the Philadelphia law firm of Montgomery, McCracken, Walker & Rhoads, LLP. He has more than 40 years of experience dealing with the concerns of nonprofit organizations, not only as a lawyer, but also as a teacher, writer, publisher, and board member. He is editor and publisher of Don Kramer's Nonprofit Issues®, a national electronic newsletter of "Nonprofit Law You Need to Know", which he started at Montgomery, McCracken in 1989. He writes and lectures frequently on nonprofit legal issues, and has taught courses on nonprofit organization law at the University of Pennsylvania Law School, the School of Social Policy and Practice at the University of Pennsylvania, and Eastern University. A graduate of Princeton University, he earned an LL.B. degree from Harvard Law School.