Board of Directors Meeting Minutes (501(c)(3))
Standard board meeting minutes template for 501(c)(3) nonprofits — quorum, motions, votes, conflicts, executive session.
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Riverbend Community Outreach REGULAR MEETING OF THE BOARD OF DIRECTORS ═══════════════════════════════════════════════════════════════════════ DATE: April 22, 2026 TIME: 6:00 PM CT — 8:35 PM CT LOCATION: Riverbend Community Center, 1407 Maple Ave, Madison, WI — and via Zoom (hybrid) ═══════════════════════════════════════════════════════════════════════ DIRECTORS PRESENT Patricia Reilly (Chair) — in person Marcus Chen (Vice Chair) — in person David Okonkwo (Treasurer) — Zoom Elena Vasquez (Secretary) — in person Joseph Berman (Director) — in person Leah Park (Director) — Zoom Robert Singh (Director) — in person DIRECTORS ABSENT Diane Carter (Director) — excused (medical) Thomas Ng (Director) — unexcused STAFF AND GUESTS Sarah Goldstein, Executive Director Michael Tran, Director of Programs Lisa Akimoto, CPA — auditor (for Item 5) ═══════════════════════════════════════════════════════════════════════ QUORUM Quorum present (7 of 9 directors, exceeds the 5-director threshold required by Article V, Section 4 of the Bylaws). ═══════════════════════════════════════════════════════════════════════ AGENDA AND DISCUSSION 1. CALL TO ORDER (6:00 PM) Chair Reilly called the meeting to order. Quorum confirmed. 2. CONSENT AGENDA - Approval of March 18, 2026 meeting minutes. - Approval of February financial statements. - Acceptance of program updates report. MOTION (Park / second Berman) to approve the consent agenda. PASSED unanimously, 7-0. 3. EXECUTIVE DIRECTOR REPORT (S. Goldstein) - Q1 program enrollment up 18% over Q1 2025. - Two grant applications submitted (Hartwell Foundation $75K; Community First $50K). - Two staff vacancies: program associate, development coordinator. - Discussion: board members offered to make introductions for development hire. 4. FINANCIAL REPORT (D. Okonkwo) - Cash position $182K (3.2 months reserve, on target). - YTD revenue 102% of plan; YTD expenses 96% of plan. - Pending audit close: see Item 5. MOTION (Chen / second Vasquez) to accept financial report. PASSED unanimously. 5. AUDIT COMMITTEE REPORT (E. Vasquez, Audit Chair, with auditor L. Akimoto) - FY 2025 audit complete. Clean opinion. - Two minor management-letter items: documentation of credit-card receipts; segregation of duties for small cash deposits. Both addressed via new procedures effective May 1. MOTION (Vasquez / second Singh) to accept audited FY 2025 financial statements and authorize filing of Form 990. PASSED unanimously. 6. CONFLICT OF INTEREST — VENDOR APPROVAL - Proposed vendor Reilly Consulting Group LLC for strategic-planning facilitation ($8,500 fixed fee). - Director Reilly DISCLOSED ownership interest and RECUSED. Reilly left the room. - Discussion of competitive bids: 3 firms quoted ($8,500, $11,200, $14,000). - Disinterested directors found Reilly Consulting Group's bid lowest and qualifications strong. MOTION (Chen / second Berman) to retain Reilly Consulting Group at $8,500. PASSED 6-0 (Reilly recused). - Reilly returned to room. 7. NEW BUSINESS - Discussion of summer program expansion. Tabled to May meeting pending budget projections. 8. EXECUTIVE SESSION (7:55 PM — 8:30 PM) - Staff and guests excused. - Discussion of Executive Director compensation review (per compensation-committee process; documentation retained per IRS rebuttable-presumption procedure). - No formal motions during executive session. 9. ADJOURNMENT (8:35 PM) MOTION (Singh / second Park) to adjourn. PASSED unanimously. ═══════════════════════════════════════════════════════════════════════ NEXT MEETING May 20, 2026, 6:00 PM CT — Riverbend Community Center and Zoom ═══════════════════════════════════════════════════════════════════════ CERTIFICATION These minutes were prepared by Elena Vasquez, Secretary and are a true and accurate record of the proceedings of the meeting identified above. _______________________________ Date: ____________________ Elena Vasquez, Secretary _______________________________ Date: ____________________ Board Chair (approved at next meeting)
About this template
Board meeting minutes are the legal record of board action for a 501(c)(3) nonprofit, and they are NOT optional documentation - state nonprofit corporate law requires every board meeting to be documented in minutes (e.g., California Corporations Code §6320, New York N-PCL §708, Delaware §141). Minutes serve four functions: (1) Legal record - establish that the board acted, with quorum, on a specific date; protect directors from personal liability under "business judgment rule" and "rebuttable presumption" doctrines; (2) Tax compliance - IRS Form 990 Part VI asks whether the board reviewed Form 990 before filing, whether minutes are contemporaneously documented, and whether conflict-of-interest recusals are recorded; (3) Operational continuity - provides institutional memory for future boards and staff; (4) Donor and grantor due diligence - foundations and major donors increasingly request minutes during grant review. What to include: (a) date, time, location of meeting; (b) names of directors present, absent (with excused/unexcused), and staff/guests; (c) confirmation of quorum per the bylaws threshold; (d) motions made, who made and seconded them, the vote count (or "passed unanimously"), and any abstentions or recusals; (e) any conflict-of-interest disclosures with recusals; (f) executive-session topic (general — e.g., "personnel matter," "litigation," "compensation review") without details; (g) approval of prior minutes; (h) adjournment time. What NOT to include: detailed back-and-forth discussion (minutes are not transcripts), personal opinions of individual directors, sensitive details about personnel or litigation (those go in executive-session notes, sometimes maintained separately and not distributed broadly). Best practices: (1) draft minutes within 5 business days of meeting; (2) circulate for board review; (3) approve at the next meeting via consent agenda; (4) signed and retained permanently in the corporate records. Common errors that create legal exposure: missing quorum confirmation; failing to record COI recusals; lumping multiple decisions into single motion; recording detailed dissent (creates litigation discoverability risk). For sensitive items (personnel, litigation, real-estate negotiation), use executive session and record the topic generically. Form 990 Schedule O reports any restated or amended Form 990 - related minutes documenting the board's review and approval of the original Form 990 protect the organization in any subsequent restatement.
When to use it
- Every regular and special board meeting (legally required).
- Annual meeting (where directors are elected, officers chosen).
- Emergency or urgent meetings (with proper notice waivers).
- Committee meetings (often kept in similar format).
- Action by written consent (when allowed by bylaws — separate format).
What to include
- Date, time, and location.
- Directors present and absent (with reason if excused).
- Quorum confirmation referencing bylaws.
- Each motion: who made/seconded, vote tally, recusals.
- Conflict-of-interest disclosures and recusals.
- Executive session topic and adjournment time.
- Secretary signature and approval at next meeting.