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May Grantor Require Board Minutes?

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May Grantor Require Board Minutes?

Our 501(c)(3) nonprofit social service corporation recently applied for a grant from a public charity that collects contributions from the general public and then makes larger grants to organizations they think can help alleviate problems in the community. In the interest of “transparency and accountability,” they have asked to see copies of our board minutes for the last year. Can they do that?

They can ask for whatever they want, but it certainly sounds like overreaching to me.  If they have a concern about a specific issue, they can ask you about it without having to fish through a year’s worth of minutes that may contain summaries of significant discussions that are not for pubic distribution.

Since they depend on public contributions and are obviously in favor of transparency, you might tell them that you are considering whether or not to renew your annual personal gift and are unwilling to do so unless they give you a copy of all their board minutes for the last year.  It would be interesting to see their reaction.

Tuesday, June 29, 2010


I disagree about whether the request for board minutes is overreaching.  The minutes can reveal (1) whether the board is focusing on issues of substance, (2) whether there are financial issues that are not apparent in last year's financials or this year's budget (neither indicates anything about their finances NOW), (3) whether the ED runs the show inappropriately, etc. Of course, the board can refuse to release those minutes, but I'd be wondering a bit about what's lurking in those notes that can't be shared (all legal and personnel discussions should be redacted from shared minutes).  I routinely tell donor clients that when considering a significant gift, a request for a year's minutes is a very good idea depending on the size of the organization (e.g. might not ask Harvard for minutes, but the local museum or social service agency is fair game). --R.R. via e-mail

I understand the point of view.  It's part of the "Other Golden Rule"
(whoever has the gold makes the rules). But I think there are other ways to obtain relevant information about a particular grant and protect the donor, without, as I said, fishing around in the entire operation.  I also think that if a public charity asks for the information in the interests of transparency and accountability and is also asking for my contribution for its program, it ought to be willing to make its minutes available to me.  I suspect that most would balk at the request.

By the way, I think it would be really interesting to read Harvard's minutes, but at my meager level of annual giving, I don't expect to see them any time soon. --Don Kramer

That's very interesting although I don't agree the minutes should be shared to justify financial contribution. How important are the minutes of the organization. --B.J. via e-mail

I too disagree about whether the request for public Board minutes is overreaching. The approved minutes, financial statements, and Form 990 should be posted to the website for all stakeholders to see. The minutes themselves are probably in too much detail if there is any reluctance in sharing them. Do not quote anyone in the minutes. Most discussion should take place in monthly Committee meetings. Just summarize the Board discussions of these Committee reports but enter all Board motions, votes, and attendance verbatim. If there is a reason to talk privately, go into Executive Session and only record the subject of the meeting ("We entered Executive Session to discuss personnel issues."); take the votes on Executive Session issues in the general minutes ("Janet moved that the Board approve the three recommendations from the Executive Session, Tom seconded, and the motion carried 10-0."). Do not share any minutes from Executive Sessions.

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