Frequently Asked Questions

Get quick answers to common questions about nonprofit board meeting minutes and IRS compliance.

General Requirements

Are nonprofit organizations required to have meeting minutes?

Yes. Even small charitable organizations that are incorporated must keep meeting minutes. Minutes demonstrate that required board meetings are taking place and are necessary to benefit from corporate limited liability protections and IRS compliance.

Do I need to submit meeting minutes with Form 990?

No, you do not submit meeting minutes with Form 990. However, the IRS asks in Part VI whether you maintain "contemporaneous documentation" of meetings. You must have minutes available if requested during an audit.

What does contemporaneous documentation mean?

The IRS defines contemporaneous documentation as records created no later than 60 days after the meeting or by the next meeting of the governing body, whichever is later.

What happens if we don't keep meeting minutes?

Consequences include:

• Loss of limited liability protection for board members
• Questions about tax-exempt status
• Failed IRS audits
• Potential excise taxes on undocumented transactions
• Loss of donor and public confidence

Recording & Documentation

Is it legal to record nonprofit board meetings?

Generally yes, but with conditions:

• Check your organization's bylaws
• Follow your state's recording consent laws (one-party vs. two-party consent)
• Provide notice to all participants
• Document the recording in the minutes

Can we use AI transcription services like VideoToBe?

Absolutely. AI transcription tools are legal and highly effective for:

• Creating accurate transcripts
• Saving time (3-5 hours per meeting)
• Ensuring nothing is missed
• Making transcripts searchable

Should we record virtual meetings (Zoom, Teams)?

Yes, recording virtual meetings is recommended because:

• Easier to capture accurate details
• Built-in recording features
• Participants are notified automatically
• Easy to review for minute creation

Content & Format

How detailed should meeting minutes be?

Strike a balance:

• Document all decisions, motions, and votes
• Include enough detail to show reasonable decision-making
• Avoid excessive detail that creates liability
• Focus on "what" was decided, not lengthy "how" discussions

Do we need to document every word spoken?

No. Minutes are a summary of:

• Decisions made
• Motions and votes
• Key discussions
• Action items

Not a verbatim transcript of everything said.

What format should we use for minutes?

Follow the 8-part structure:

1. Header information
2. Attendance
3. Call to order
4. Approval of previous minutes
5. Reports
6. Old business
7. New business
8. Adjournment

Form 990 Compliance

What meeting information does Form 990 Part VI ask about?

Part VI asks if you maintain:

• Contemporaneous documentation of board meetings
• Documentation of committee meetings
• Written conflict of interest policy
• Documentation of executive compensation decisions

How do meeting minutes support Form 990 filing?

Minutes provide evidence for:

• Board review of Form 990 before filing
• Conflict of interest procedures
• Compensation decision processes
• Governance practices

Do we need different minutes for committee meetings?

Yes, committee meetings should have separate minutes that include:

• Committee purpose
• Members present
• Recommendations to full board
• Actions taken within committee authority

Storage & Retention

How long should we keep meeting minutes?

• Meeting minutes: Permanently (forever)
• Meeting recordings: At least 7 years
• Supporting documents: Varies (typically 3-7 years)

Can we store minutes electronically?

Yes, electronic storage is acceptable if you:

• Maintain regular backups
• Secure against tampering
• Control access appropriately
• Follow state electronic records laws

Who should have access to old minutes?

• Current board members: Usually yes
• Staff: As authorized by board
• Public: Check state sunshine laws
• Former board members: Usually no

Special Situations

What about executive session minutes?

Handle separately:

• Keep separate from regular minutes
• Mark as confidential
• Limit access to authorized individuals
• Same retention rules apply

How do we handle conflict of interest situations?

Document thoroughly:

• Nature of the conflict
• Disclosure by affected board member
• Recusal from discussion and vote
• How the decision was made
• Independent review of transaction

What if we haven't been keeping minutes?

Start now:

1. Document the gap
2. Begin keeping proper minutes immediately
3. Reconstruct past decisions if possible
4. Consult with legal counsel if gap is significant

Do we need minutes for informal board discussions?

Only formal meetings require minutes:

• Regular board meetings: Yes
• Special called meetings: Yes
• Committee meetings: Yes
• Informal email exchanges: No
• Social gatherings: No

Using Technology

Can VideoToBe create IRS-compliant minutes?

Yes. VideoToBe:

• Captures all required elements
• Creates contemporaneous documentation
• Formats in professional structure
• Provides searchable records
• Stores securely for audits

Does using AI transcription meet IRS standards?

Yes, as long as:

• Minutes are created within 60 days
• All required elements are included
• Records are accurate
• Original recording is retained

How does VideoToBe handle confidential information?

VideoToBe uses:

• Bank-level encryption
• Secure cloud storage
• Access controls
• HIPAA compliance for sensitive discussions

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