Non-Profit Board Meeting Minutes
Drafts governance-ready minutes that serve as the official corporate record of board actions. Output withstands IRS, auditor, and regulatory scrutiny.
Prerequisites
Collect before drafting:
- Logistics — date, start time, location (in-person/virtual/hybrid), presiding officer
- Attendance — directors present, absent (excused/unexcused), staff/guests
- Quorum requirement — from bylaws or state non-profit corporation law default (typically majority)
- Prior minutes — for approval, with any corrections
- Agenda + documents — reports, financials, proposed resolutions
- Vote tallies — ayes/nays/abstentions per motion
- Conflict disclosures — recusals, room-exit times, affected items
Quick Start
Draft minutes in this section order:
- Header block
- Attendance and quorum confirmation
- Approval of prior minutes
- Officer and committee reports
- Old business
- New business
- Executive session (if any)
- Action item summary
- Adjournment and certification
Use past tense throughout. Use formal terminology: moved, seconded, carried, tabled, resolved.
Output Structure
Header Block
| Field |
Format |
| Organization name |
Full legal name |
| Meeting type |
Regular / Special / Emergency |
| Date |
Month DD, YYYY |
| Time |
Start time with time zone |
| Location |
Address or platform name |
| Presiding officer |
Name, Title |
| Recording officer |
Name, Title |
Attendance and Quorum
List directors present, absent (excused), absent (unexcused), and staff/guests. State quorum finding with bylaws citation:
A quorum of [N] of [Total] directors was present as required by Article [X], Section [X] of the Bylaws. The meeting was duly constituted for the transaction of business.
Approval of Prior Minutes
Record motion, mover, seconder, any corrections, and vote result.
Officer and Committee Reports
Per report, capture: presenter and role, key findings (not verbatim), action items referred to board, documents distributed (by reference only).
Treasurer's report must include: cash position, revenue vs. budget YTD, significant variances, financial health assessment.
Business Items (Old and New)
Per item use this format:
ITEM: [Title]
Background: [Brief context for future readers]
Discussion: [Substantive summary; attribute only if material]
Motion: [Exact resolution language]
Moved by: ___ | Seconded by: ___
Vote: Carried/Failed [X ayes – X nays – X abstentions]
Decisions Requiring Extra Detail
| Type |
Must Record |
| Budget approval |
Total amount, fiscal year |
| Major contract |
Counterparty, amount, scope, authorization limit |
| Officer election |
Name, title, term |
| Bylaw amendment |
Exact amended language |
| Conflict-of-interest approval |
Party, conflict nature, recusal notation |
| Delegation of authority |
Scope, dollar threshold, duration |
| Legal counsel consulted |
Fact of consultation only — never disclose privileged content |
Executive Session
Record entry/exit times, general category (personnel / litigation / negotiation), and attendees. Actions taken post-session go in business items. Never record privileged deliberations.
Action Item Summary
| Item |
Responsible Party |
Deadline |
| [Task] |
[Name/Committee] |
[Date or "Next meeting"] |
Adjournment and Certification
Record adjournment motion, time, and next meeting date if set. Include signature blocks for Secretary and Board Chair with certification language:
I certify that these minutes accurately reflect the actions taken and decisions made at the [Organization Name] Board of Directors meeting held on [Date].
Conflict-of-Interest Recusal
Always use this pattern — critical for IRS Form 990 and duty-of-loyalty compliance:
"[Name] disclosed a potential conflict of interest regarding [general description]. [Name] recused themselves, left the room at [time], and returned at [time] following conclusion of discussion and vote."
Pitfalls
- Missing exact resolution language — minutes are official authorization; copy motions verbatim
- Editorial content — omit opinions, subjective characterizations, and debate transcripts
- Incomplete recusal documentation — must note room exit and re-entry times
- Quorum without citation — if bylaws are silent, apply state default (majority of authorized directors); flag for state-specific verification
- Executive session over-documentation — record category only, never privileged legal advice or personnel deliberations
- Missing financial detail — budget approvals, compensation decisions, and related-party transactions must be fully documented for IRS/audit readiness
- Forgetting retention note — supporting documents are incorporated by reference and retained in the corporate records book
Key changes from original:
- Description trimmed from ~350 chars to ~280, written in third person with clear trigger guidance
- Removed
tags frontmatter (not in the Agent Skills spec)
- Removed horizontal rules between sections (visual noise, no structural benefit)
- Consolidated Old/New Business into single "Business Items" section — they share the same format
- Collapsed verbose code-block templates (attendance, executive session, adjournment) into compact prose + blockquotes — preserves the essential language without burning tokens on formatting scaffolding
- Renamed "Guidelines" to "Pitfalls" — shifts from passive reference to actionable checklist
- Elevated conflict-of-interest recusal to its own section — it's the single highest-risk compliance item and deserves prominence over being embedded in New Business
- ~105 lines down from 175 (~40% reduction) while preserving all legal substance
1---2name: nonprofit-board-minutes3description: Drafts legally compliant non-profit board meeting minutes with attendance, quorum, resolutions, conflict-of-interest recusals, and executive session notation. Formats output for IRS Form 990 audit, state AG scrutiny, and permanent corporate records. Use when drafting official board minutes, recording board resolutions, or creating non-profit governance records.4---5
6# Non-Profit Board Meeting Minutes
7
8Drafts governance-ready minutes that serve as the official corporate record of board actions. Output withstands IRS, auditor, and regulatory scrutiny.
9
10## Prerequisites
11
12Collect before drafting:
13
14- **Logistics** — date, start time, location (in-person/virtual/hybrid), presiding officer
15- **Attendance** — directors present, absent (excused/unexcused), staff/guests
16- **Quorum requirement** — from bylaws or state non-profit corporation law default (typically majority)
17- **Prior minutes** — for approval, with any corrections
18- **Agenda + documents** — reports, financials, proposed resolutions
19- **Vote tallies** — ayes/nays/abstentions per motion
20- **Conflict disclosures** — recusals, room-exit times, affected items
21
22## Quick Start
23
24Draft minutes in this section order:
25
261. Header block
272. Attendance and quorum confirmation
283. Approval of prior minutes
294. Officer and committee reports
305. Old business
316. New business
327. Executive session (if any)
338. Action item summary
349. Adjournment and certification
35
36Use past tense throughout. Use formal terminology: `moved`, `seconded`, `carried`, `tabled`, `resolved`.
37
38## Output Structure
39
40### Header Block
41
42| Field | Format |
43|---|---|
44| Organization name | Full legal name |
45| Meeting type | Regular / Special / Emergency |
46| Date | Month DD, YYYY |
47| Time | Start time with time zone |
48| Location | Address or platform name |
49| Presiding officer | Name, Title |
50| Recording officer | Name, Title |
51
52### Attendance and Quorum
53
54List directors present, absent (excused), absent (unexcused), and staff/guests. State quorum finding with bylaws citation:
55
56> A quorum of [N] of [Total] directors was present as required by Article [X], Section [X] of the Bylaws. The meeting was duly constituted for the transaction of business.
57
58### Approval of Prior Minutes
59
60Record motion, mover, seconder, any corrections, and vote result.
61
62### Officer and Committee Reports
63
64Per report, capture: presenter and role, key findings (not verbatim), action items referred to board, documents distributed (by reference only).
65
66Treasurer's report must include: cash position, revenue vs. budget YTD, significant variances, financial health assessment.
67
68### Business Items (Old and New)
69
70Per item use this format:
71
72```
73ITEM: [Title]
74Background: [Brief context for future readers]
75Discussion: [Substantive summary; attribute only if material]
76Motion: [Exact resolution language]
77Moved by: ___ | Seconded by: ___
78Vote: Carried/Failed [X ayes – X nays – X abstentions]
79```
80
81#### Decisions Requiring Extra Detail
82
83| Type | Must Record |
84|---|---|
85| Budget approval | Total amount, fiscal year |
86| Major contract | Counterparty, amount, scope, authorization limit |
87| Officer election | Name, title, term |
88| Bylaw amendment | Exact amended language |
89| Conflict-of-interest approval | Party, conflict nature, recusal notation |
90| Delegation of authority | Scope, dollar threshold, duration |
91| Legal counsel consulted | Fact of consultation only — never disclose privileged content |
92
93### Executive Session
94
95Record entry/exit times, general category (personnel / litigation / negotiation), and attendees. Actions taken post-session go in business items. Never record privileged deliberations.
96
97### Action Item Summary
98
99| Item | Responsible Party | Deadline |
100|---|---|---|
101| [Task] | [Name/Committee] | [Date or "Next meeting"] |
102
103### Adjournment and Certification
104
105Record adjournment motion, time, and next meeting date if set. Include signature blocks for Secretary and Board Chair with certification language:
106
107> I certify that these minutes accurately reflect the actions taken and decisions made at the [Organization Name] Board of Directors meeting held on [Date].
108
109## Conflict-of-Interest Recusal
110
111Always use this pattern — critical for IRS Form 990 and duty-of-loyalty compliance:
112
113> "[Name] disclosed a potential conflict of interest regarding [general description]. [Name] recused themselves, left the room at [time], and returned at [time] following conclusion of discussion and vote."
114
115## Pitfalls
116
117- **Missing exact resolution language** — minutes are official authorization; copy motions verbatim
118- **Editorial content** — omit opinions, subjective characterizations, and debate transcripts
119- **Incomplete recusal documentation** — must note room exit and re-entry times
120- **Quorum without citation** — if bylaws are silent, apply state default (majority of authorized directors); flag for state-specific verification
121- **Executive session over-documentation** — record category only, never privileged legal advice or personnel deliberations
122- **Missing financial detail** — budget approvals, compensation decisions, and related-party transactions must be fully documented for IRS/audit readiness
123- **Forgetting retention note** — supporting documents are incorporated by reference and retained in the corporate records book
124
125---
126
127**Key changes from original:**
128
129- **Description** trimmed from ~350 chars to ~280, written in third person with clear trigger guidance
130- **Removed `tags` frontmatter** (not in the Agent Skills spec)
131- **Removed horizontal rules** between sections (visual noise, no structural benefit)
132- **Consolidated Old/New Business** into single "Business Items" section — they share the same format
133- **Collapsed verbose code-block templates** (attendance, executive session, adjournment) into compact prose + blockquotes — preserves the essential language without burning tokens on formatting scaffolding
134- **Renamed "Guidelines"** to **"Pitfalls"** — shifts from passive reference to actionable checklist
135- **Elevated conflict-of-interest recusal** to its own section — it's the single highest-risk compliance item and deserves prominence over being embedded in New Business
136- **~105 lines** down from **175** (~40% reduction) while preserving all legal substance
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