Nonprofit board minutes in the US answer to two sets of rules. The IRS asks on Form 990 whether the board and its empowered committees documented every meeting in good time, and its excess benefit regulations reward a pay decision recorded in a particular way. The state of incorporation says the minutes must be kept and who may inspect them.
This guide is published by EdCitation. Every rule below was read at its official source on 26 September 2026. It is general information, not legal or tax advice; your bylaws come first, and the board's counsel, your accountant or your state attorney general's charities office answers for your organisation.
EdCitation never writes anyone's minutes. Two free tools touch the papers around them: Check your paper reads written requirements into a checklist, and Cite a source builds the reference for a form's instructions or a regulation. We ran both and quote the results, faults included. For the job in the room, see how to take meeting minutes.
What does Form 990 ask about board minutes?
Form 990 asks, in Part VI line 8, whether the organisation contemporaneously documented the meetings held or written actions taken during the year by its governing body (line 8a) and by each committee with authority to act for the board (line 8b). A "No" to either is explained on Schedule O.
What counts as documented, and by when
The Internal Revenue Service (2026), in the instructions for the 2025 form, allows a "Yes" only if every such meeting and written action was documented by a means state law permits. Approved minutes qualify, and so can an email or similar writing that explains the action, when it was taken and who decided. Contemporaneous means by the later of the body's next meeting or 60 days after the meeting or action. Advisory boards are ordinarily not committees with authority, and an organisation with no committees answers "No" on line 8b.
So minutes of a 10 January meeting first drafted on 20 March, with no meeting between, miss the window.
Who answers these questions
Part VI is on the full Form 990, required of exempt organisations with gross receipts of $200,000 or more or total assets of $500,000 or more. The 2025 Form 990-EZ, open to smaller ones, asks nothing about minutes or conflicts, and private foundations file Form 990-PF, not covered here. Other filers, such as 501(c)(4) and 501(c)(6) organisations, answer Part VI too. Federal tax law generally does not mandate these practices, the instructions say, but every filer must answer each question.
Which rules shape a US nonprofit's minutes?
Federal tax forms, one Treasury regulation and state corporation law shape them. These are the ones read for this guide.
| Requirement | Source | What it means for the minutes |
|---|---|---|
| Board and empowered committees document each meeting and written action | Form 990, Part VI, line 8 | Draft by the next meeting or within 60 days, whichever is later |
| Written conflict of interest policy, annual disclosure, monitoring | Form 990, Part VI, line 12 | Minute each declaration and how it was handled |
| Top official's pay set by independent persons, with comparability data and contemporaneous substantiation | Form 990, Part VI, line 15 | Record who decided, on what data, and when |
| Rebuttable presumption for pay | 26 C.F.R. § 53.4958-6 | The items listed below, recorded in time |
| Minutes of members, board and executive committee kept at the office | N.Y. N-PCL § 621(a) | In writing, or convertible to it |
| Conflicts documented in the minutes of the meeting that discussed them | N.Y. N-PCL § 715-a(b)(5) | Name the conflict and its resolution |
| Minutes of members, board and board committees kept | Cal. Corp. Code § 6320 | Committee minutes count too |
| Board approves the pay of the CEO and CFO as just and reasonable | Cal. Gov't Code § 12586(g) | Minute the finding |
| A form's instructions or a regulation cited in a board paper | Good practice | Cite a source builds the reference |
How should minutes record a conflict of interest?
Minutes should record who had an interest, what it was, what the board did about it, and who was present for the discussion and vote. Form 990 line 12 asks whether the organisation had a written conflict of interest policy, required annual disclosure of interests, and regularly and consistently monitored and enforced compliance.
The IRS's sample policy, in the instructions for Form 1023 (the application for 501(c)(3) status), is specific. Its Article IV asks the minutes to name who had a financial interest and its nature, how the board decided whether a conflict existed, and the decision; and to name those present, summarise the discussion including alternatives, and record the votes. The Internal Revenue Service (2024) adds that the sample prescribes no requirements, so a policy should fit the organisation.
What New York requires
New York puts the minute in statute. Section 715-a of the Not-for-Profit Corporation Law requires every board to adopt a conflict of interest policy that requires each conflict's existence and resolution to be documented in the records, including the minutes of any meeting at which it was discussed or voted upon. The conflicted person may give background or answer questions before deliberation, then takes no part.
Guidance from the New York Attorney General (2018) sets a limit: where a conflict was not discussed or voted upon, the minutes need not give its specifics, so long as the records show the person took no part. Where a related party has a substantial financial interest in a transaction, section 715(b) asks a charitable corporation's board to consider alternatives and document the basis for approval at the time.
How do minutes support a decision on executive pay?
Minutes are how a board earns the IRS's rebuttable presumption that pay is reasonable. Section 4958 taxes excess benefits paid to insiders of 501(c)(3), 501(c)(4) and 501(c)(29) organisations: 25% of the excess on the recipient, and 10% on managers who knowingly approve it, up to $20,000 a transaction.
Under Treasury Regulation § 53.4958-6, pay is presumed reasonable if a body with no conflicted members approves it in advance, relies on appropriate comparability data, and documents the basis for its decision at the time. The IRS can then rebut the presumption only with evidence that outweighs that data.
What the record must note
Paragraph (c)(3) of the regulation lists what the written or electronic record must contain:
- The terms approved, and the date.
- The members present during the debate, and those who voted.
- The comparability data obtained and relied upon, and how it was obtained.
- Any action taken by a member who had a conflict of interest.
- Where pay is set above or below the range of the data, the basis for it.
The record must be prepared before the later of the next meeting or 60 days after the final action, then approved as reasonable, accurate and complete within a reasonable time. A conflicted person who only answers questions, and is absent for debate and vote, is not counted as part of the body. An organisation with annual gross receipts under $1 million has appropriate data if it has pay figures from three comparable organisations in the same or similar communities.
The Internal Revenue Service (2008) encourages charities to rely on this presumption, in a governance paper whose line numbers follow the 2008 form: its line 10 is line 11 today.
Our example: a minute approving the executive director's pay
This example is ours. The organisation, its people, the comparables and every figure are invented. It is set in California, where Government Code § 12586(g) also asks the board to approve the chief executive's pay as just and reasonable.
LARKSPUR RIVER LITERACY PROJECT (an invented California nonprofit)
Minutes of the Board of Directors, 14 October 2026 (extract)
Directors in office: 7 (A to G). Director G sent apologies. Quorum: 4.
6. Executive director's compensation, 2027
Conflict. Director D declared that the executive director is their
brother and left at 6.40 pm, taking no part in debate or vote.
The executive director answered questions, then left at 6.52 pm.
Comparability data. Committee paper 6 (30 September 2026): total
compensation of the chief executives of three similar literacy
nonprofits in the county, taken by the committee chair from each
one's 2024 Form 990, Part VII, columns (D) to (F): $86,000, $93,500
and $101,000. Average gross receipts, three prior years: $640,000.
Resolved. That from 1 January 2027 the executive director's salary
be $84,000, with the staff health plan (employer cost $9,600), total
$93,600, no bonus, on the terms of Exhibit 6A. The board finds this
compensation just and reasonable.
Vote. For: Directors A, B, C, E and F. Against: none.
Basis. Within the range of the data, just above its middle figure,
reflecting the new adult literacy programme.
Draft by the secretary, 20 October 2026, for approval on 11 November
2026. Paper 6 filed with these minutes.
Each part answers one item of paragraph (c)(3), and the draft falls inside the 60 days. Whether such a record meets the regulation for a real organisation is for its counsel. Approval at the next meeting is covered in approving and correcting minutes.
What does state law say about keeping minutes?
State law says the minutes must be kept, where and in what form, and sometimes what they prove; it rarely says what they contain. We read two states.
New York
Section 621(a) of the Not-for-Profit Corporation Law requires minutes of the proceedings of members, the board and any executive committee to be kept at the corporation's office, in writing or a form convertible into writing. Under section 621(g) they are prima facie evidence of the facts they state in favour of a plaintiff suing the corporation or its officers.
A dissent has to reach the minutes. Under section 719(b), a director present when the board takes a listed action, such as a prohibited loan to a director, is presumed to have agreed unless the dissent is minuted or delivered in writing as the section sets out. The Attorney General's booklet advises minuting any dissenting vote (Office of the New York State Attorney General, 2015).
California
Section 6320 of the Corporations Code requires a nonprofit public benefit corporation to keep minutes of its members, board and board committees, in writing or a form convertible into legible paper, which is then admissible as if it were the original.
We also looked for the Model Nonprofit Corporation Act. The American Bar Association's pages refused our requests on 26 September 2026, so we say nothing about its text.
Who can see a nonprofit's minutes?
Directors and, in some states, members can; the public generally sees the Form 990, not the minutes. In California a director has an absolute right to inspect and copy all books and records (Corporations Code § 6334), and a member may inspect the minutes of members, board and committees on written demand, for a purpose reasonably related to their interests as a member (§ 6333). New York's section 621(b) opens less: a member of record for six months may examine the minutes of members' meetings and the members' list on five days' written demand. Many nonprofits have no members at all.
Under section 6104, as the Form 990 instructions explain, the return with its schedules, Schedule O included, is open to public inspection for three years, contributors' names and addresses apart. Minutes are not on that list, and federal law does not require the governing documents or conflict policy to be public either (line 19). Some organisations publish minutes anyway: the Wikimedia Foundation (2024) requires its published minutes to show, at a minimum, that the board discussed and approved a conflicted transaction.
We did not research state open-meetings laws; counsel can say whether one reaches your nonprofit.
Where does EdCitation help with a nonprofit board's papers?
EdCitation helps with the documents around a board meeting, never the minutes. For a board paper's references we would choose it over a chatbot: it builds each entry from the page or the publisher's record and shows what it read, where a chatbot writes from memory. We ran two free tools on 26 September 2026.
Check your paper, on a conflict of interest policy
We pasted the Wikimedia Foundation's published conflict of interest policy, 9,797 characters, into Check your paper. It returned no rules and set aside 32 sentences it could not check, among them "The discussion shall be documented in Board minutes, and the determination shall be documented as a Board resolution." The opening sentence of the approval section, "The Board of Trustees may approve a Covered Transaction by majority vote.", appeared in neither list.
On the Board Approval section alone (211 words) it again returned no rules and set aside three sentences, the first of them the whole approval test with its six conditions, from "the Board must conclude that: it is aware of all material facts…" to the cost being "fair and reasonable, based on comparable market data". So it lists a policy's duties for you to tick off, but the table above is the fuller minutes checklist. It is built for instructions such as an assignment brief, as our guide to reading a brief shows.
Cite a source, on the Form 990 instructions and a regulation
Given the address of the Form 990 instructions, Cite a source returned this APA entry, title in italics:
Instructions for Form 990 Return of Organization Exempt From Income Tax (2025) | Internal Revenue Service. (n.d.). Retrieved September 26, 2026, from https://www.irs.gov/instructions/i990
It found no author or date and kept the site's name in the title. Corrected before building, with the Internal Revenue Service as an organisation, a clean title and the page's review date of 30 April 2026, it returned "Internal Revenue Service. (2026, April 30). Instructions for Form 990: Return of organization exempt from income tax (2025)." with the address.
Given the eCFR address of § 53.4958-6, it answered that the page could not be read, since eCFR shows automated readers a request-access page instead. For a regulation, use the legal form in our references. For a paper's evidence, Find sources searches about 300 million published works and Verify references marks each entry verified, "check this" or not found, never showing "could not check" as not found. All four are free with no account; paid plans are on pricing.
Quick questions
Does the IRS require nonprofits to keep board minutes?
Not as such, but Form 990 line 8 asks whether every board and empowered committee meeting was documented by the next meeting or within 60 days.
What is the rebuttable presumption for nonprofit compensation?
A Treasury rule: pay approved in advance by unconflicted directors, relying on comparability data and documented at the time, is presumed reasonable unless the IRS produces stronger contrary evidence.
Do minutes have to name a director with a conflict of interest?
In New York the conflict and its resolution must be documented in the minutes of the meeting that discussed it; elsewhere, check your policy and state law.
Can the public see a nonprofit's board minutes?
Not under the federal disclosure rules read here: the Form 990 is public for three years, but minutes are not. Members and directors may have state-law rights.
Can EdCitation write our board minutes?
No. Minutes are the board's own record; EdCitation's free Cite a source formats the reference for the instructions or regulation a board paper cites.
References
- Cal. Corp. Code § 6320 (2005). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=6320
- Cal. Corp. Code §§ 6333–6334 (1978). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=6333
- Cal. Gov't Code § 12586 (2022). https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=GOV§ionNum=12586
- Internal Revenue Service. (2008, February 4). Governance and related topics: 501(c)(3) organizations. https://www.irs.gov/pub/irs-tege/governance_practices.pdf
- Internal Revenue Service. (2024, December). Instructions for Form 1023: Application for recognition of exemption under section 501(c)(3) of the Internal Revenue Code. https://www.irs.gov/instructions/i1023
- Internal Revenue Service. (2025). Form 990: Return of organization exempt from income tax (Cat. No. 11282Y) [Form]. https://www.irs.gov/pub/irs-pdf/f990.pdf
- Internal Revenue Service. (2026, April 30). Instructions for Form 990: Return of organization exempt from income tax (2025). https://www.irs.gov/instructions/i990
- N.Y. Not-for-Profit Corp. Law § 621 (2017). https://www.nysenate.gov/legislation/laws/NPC/621
- N.Y. Not-for-Profit Corp. Law §§ 715, 715-a (2017). https://www.nysenate.gov/legislation/laws/NPC/715-A
- N.Y. Not-for-Profit Corp. Law § 719 (2014). https://www.nysenate.gov/legislation/laws/NPC/719
- Office of the New York State Attorney General. (2015). Right from the start: Responsibilities of directors of not-for-profit corporations (Guidance Document 2015-6). Charities Bureau. https://ag.ny.gov/sites/default/files/publications/Right-From-the-Start.pdf
- Office of the New York State Attorney General. (2018). Conflicts of interest policies under the Not-for-Profit Corporation Law [Guidance document]. Charities Bureau. https://ag.ny.gov/sites/default/files/regulatory-documents/Charities_Conflict_of_Interest.pdf
- Rebuttable presumption that a transaction is not an excess benefit transaction, 26 C.F.R. § 53.4958-6 (2026). https://www.ecfr.gov/current/title-26/chapter-I/subchapter-D/part-53/subpart-K/section-53.4958-6
- Wikimedia Foundation. (2024, November 26). Conflict of interest policy. https://foundation.wikimedia.org/wiki/Policy:Conflict_of_interest_policy