Page 50 - Washington Nonprofit Handbook 2018 Edition

g. Minutes and Other Corporate Records

A nonprofit corporation should keep a written record of all members (if the

corporation has members), board, and committee meetings. Such record is kept in
the form of minutes. Minutes to a meeting should include the following:

y Identification of the group that is meeting;

y Date of the meeting;

y List of those individuals present;

y Description of items discussed and action taken on each item
(including the wording of the motion or resolution adopted). If there is
a conflict of interest with respect to an item, the procedure for a
conflict of interest should be followed and recorded. See Chapter 9 for
a discussion of a conflict of interest policy.

Optional items include a list of those absent and/or excused; a summary of
the discussion that occurred with respect to each item; information regarding a

vote on an item (number in favor, opposed, abstentions), identification of the
individuals making and seconding motions or resolutions, and copies of motions
and resolutions that failed to pass.

After the meeting, the minutes should be prepared from the notes or
recordings taken at the meeting. The draft minutes are then presented at the next
meeting of the group for review and approval at the meeting. Some organizations
send draft minutes out to the group prior to the meeting for review. Any
corrections or revisions to the minutes made by the group at the meeting should
be reflected in the minutes as adopted by the group.

h. The Corporate Record Book

Each nonprofit corporation should keep a corporate record book or series of
books containing all of its organizational and corporate documents. These
documents include the articles and bylaws, any amendments to the articles or
bylaws, minutes of all board and committee meetings, waivers of notice or notice of
all meetings, tax-exemption application and determination letters, annual reports,
membership certificates, all insurance policies, warranties, contracts, leases and
other legal documents, and copies of all communications with board members,
officers, members and contributors. Corporate records should be kept at the
principal office of the corporation.

WASHINGTON NONPROFIT HANDBOOK -39- 2018