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”)
Tuesday, March 16, 2010