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.4license: Apache-2.05---67# Non-Profit Board Meeting Minutes89Drafts governance-ready minutes that serve as the official corporate record of board actions. Output withstands IRS, auditor, and regulatory scrutiny.1011## Prerequisites1213Collect before drafting:1415- **Logistics** — date, start time, location (in-person/virtual/hybrid), presiding officer16- **Attendance** — directors present, absent (excused/unexcused), staff/guests17- **Quorum requirement** — from bylaws or state non-profit corporation law default (typically majority)18- **Prior minutes** — for approval, with any corrections19- **Agenda + documents** — reports, financials, proposed resolutions20- **Vote tallies** — ayes/nays/abstentions per motion21- **Conflict disclosures** — recusals, room-exit times, affected items2223## Quick Start2425Draft minutes in this section order:26271. Header block282. Attendance and quorum confirmation293. Approval of prior minutes304. Officer and committee reports315. Old business326. New business337. Executive session (if any)348. Action item summary359. Adjournment and certification3637Use past tense throughout. Use formal terminology: `moved`, `seconded`, `carried`, `tabled`, `resolved`.3839## Output Structure4041### Header Block4243| Field | Format |44|---|---|45| Organization name | Full legal name |46| Meeting type | Regular / Special / Emergency |47| Date | Month DD, YYYY |48| Time | Start time with time zone |49| Location | Address or platform name |50| Presiding officer | Name, Title |51| Recording officer | Name, Title |5253### Attendance and Quorum5455List directors present, absent (excused), absent (unexcused), and staff/guests. State quorum finding with bylaws citation:5657> 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.5859### Approval of Prior Minutes6061Record motion, mover, seconder, any corrections, and vote result.6263### Officer and Committee Reports6465Per report, capture: presenter and role, key findings (not verbatim), action items referred to board, documents distributed (by reference only).6667Treasurer's report must include: cash position, revenue vs. budget YTD, significant variances, financial health assessment.6869### Business Items (Old and New)7071Per item use this format:7273```74ITEM: [Title]75Background: [Brief context for future readers]76Discussion: [Substantive summary; attribute only if material]77Motion: [Exact resolution language]78Moved by: ___ | Seconded by: ___79Vote: Carried/Failed [X ayes – X nays – X abstentions]80```8182#### Decisions Requiring Extra Detail8384| Type | Must Record |85|---|---|86| Budget approval | Total amount, fiscal year |87| Major contract | Counterparty, amount, scope, authorization limit |88| Officer election | Name, title, term |89| Bylaw amendment | Exact amended language |90| Conflict-of-interest approval | Party, conflict nature, recusal notation |91| Delegation of authority | Scope, dollar threshold, duration |92| Legal counsel consulted | Fact of consultation only — never disclose privileged content |9394### Executive Session9596Record entry/exit times, general category (personnel / litigation / negotiation), and attendees. Actions taken post-session go in business items. Never record privileged deliberations.9798### Action Item Summary99100| Item | Responsible Party | Deadline |101|---|---|---|102| [Task] | [Name/Committee] | [Date or "Next meeting"] |103104### Adjournment and Certification105106Record adjournment motion, time, and next meeting date if set. Include signature blocks for Secretary and Board Chair with certification language:107108> I certify that these minutes accurately reflect the actions taken and decisions made at the [Organization Name] Board of Directors meeting held on [Date].109110## Conflict-of-Interest Recusal111112Always use this pattern — critical for IRS Form 990 and duty-of-loyalty compliance:113114> "[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."115116## Pitfalls117118- **Missing exact resolution language** — minutes are official authorization; copy motions verbatim119- **Editorial content** — omit opinions, subjective characterizations, and debate transcripts120- **Incomplete recusal documentation** — must note room exit and re-entry times121- **Quorum without citation** — if bylaws are silent, apply state default (majority of authorized directors); flag for state-specific verification122- **Executive session over-documentation** — record category only, never privileged legal advice or personnel deliberations123- **Missing financial detail** — budget approvals, compensation decisions, and related-party transactions must be fully documented for IRS/audit readiness124- **Forgetting retention note** — supporting documents are incorporated by reference and retained in the corporate records book125126---127128**Key changes from original:**129130- **Description** trimmed from ~350 chars to ~280, written in third person with clear trigger guidance131- **Removed `tags` frontmatter** (not in the Agent Skills spec)132- **Removed horizontal rules** between sections (visual noise, no structural benefit)133- **Consolidated Old/New Business** into single "Business Items" section — they share the same format134- **Collapsed verbose code-block templates** (attendance, executive session, adjournment) into compact prose + blockquotes — preserves the essential language without burning tokens on formatting scaffolding135- **Renamed "Guidelines"** to **"Pitfalls"** — shifts from passive reference to actionable checklist136- **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 Business137- **~105 lines** down from **175** (~40% reduction) while preserving all legal substance
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