If one member of the board of directors of a nonprofit corporation will not approve the minutes of a previous meeting because the director disagrees with what is written (while all others agree), how is this resolved?
Unlike the U.S. Senate, where a single Senator can often hold up the business of the entire nation for any or no reason at all, nonprofit corporations are not as dysfunctional and usually work on the basis of majority rule. In this case, the minutes would be approved by a large majority of the members of the board and placed in the minute book as a contemporaneous statement of what happened at the previous meeting. If the lone director continues to dissent, he/she should be recorded as dissenting and the basis for the dissent should be recorded. If that director is not recorded as dissenting, it could later be considered evidence that the director concurred in the minutes as written.
Minutes are the primary record of the actions of the board and are often used as evidence in trials. They are not viewed as infallible, and testimony disputing their accuracy would normally be received in court. But particularly where their accuracy was debated at the time they were approved, they would carry significant weight in a contest of credibility. (See Ready Reference Page: “Preparing Minutes of Board Meetings Is Usually More Art than Science”)
Planned giving sounds complicated, with its CRUTs and CRATs, CLUTs and CLATS, and CGAs. It can be incredibly complicated, but it needn’t be. Keeping it simple may be the best way to start a planned giving program for a charity that hasn’t already put one in place.
This webinar offered a review of major planned giving instruments and a discussion of ones that make the most sense to emphasize in starting a planned giving program. It discussed the advantages of integrating planned giving into an existing development program, targeting the best prospects, getting buy-in from the board that is likely to generate results, and setting a structure to make it all happen.
Weekly question and answer
Notice of each full edition
and its free stories
Report on 501(c)(3) electioneering
What our readers say about Nonprofit Issues
Once again you've tackled a tricky question and explained it so we all can understand the issue.--M.V.
Thank you for your informative and keen advice on nonprofit matters. I believe it's a unique and concise place to get answers to this often wispy area called nonprofit. --R.T.
Have a question?
Other ways to
Talk to the Editor
Next Conference Call:
Wednesday, April 23, 2014
Participate in this bi-monthly telephone seminar conference call and ask your questions directly to Editor Don Kramer.
Access the entire site
($9.95/24 hours, $17.95/3 months).
Full Day Program
A well-received full-day program that covers the current hottest topics in nonprofit law. Qualifies in Pennsylvania for Continuing Education credits.
Don is available for programs and speaking engagements ranging from a one-hour presentation to a full-day primer on nonprofit law. Contact us if you are interested in having him speak at your program.