Can nonprofit president delete illegal action from minutes?

Minutes are the first draft of history for a nonprofit, given more credence when they are approved by the board for the meeting they memorialize.  They ought to record substantive actions that actually happened.  (See Ready Reference Page: “Preparing Minutes of Board Meetings Is Usually More Art Than Science”)

If the president is only correcting the minutes in advance by removing a report of something that never happened, that is fine. If the president is trying to remove something illegal that actually did happen, that is another matter, and something that probably ought to be rectified by the board.  If one of the board members wants to challenge the minutes as incomplete or misleading while the others think the minutes are okay, the challenger’s dissent should be recorded (otherwise the dissenter will be deemed to have consented to the action).

The bigger question is what to do about the “illegal action.”  If it is something minor, like an improper meeting notice that has been waived, the correction can be shown in the minutes (although something like that is so immaterial and no longer actually illegal that it hardly seems worth mentioning). If it is something more significant, like knowingly approving excess compensation for the CEO, the payment should be stopped before it is made so that no one becomes liable for an excess benefit penalty.  The review of the minutes is an opportunity for those who realize that an “illegal action” has been taken to try to correct the situation.

How the board records what happened is less important than what it does about the illegal action.