Nonprofit board meeting minutes template (Word, free)
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This nonprofit board meeting minutes template is built for charities and other tax-exempt organisations, where the minutes do more than record decisions. They are the evidence that the board met, that a quorum was present, that directors with a conflict stepped out, and that money was handled the way the bylaws say. Grant funders, auditors and, in the United States, the annual Form 990 all assume that record exists.
Download the Word file, copy the plain-text version, or start with the filled-in example to see how a small charity board records a budget, a grant and a recusal.
Word file (.docx), free and without signing up. Opens in Google Docs and Pages too.
What’s in the template
The minutes open with these details:
- Organisation (legal name)
- Type of meeting (regular / special / annual)
- Date
- Time called to order
- Location (or video platform)
- Chair
- Minutes taken by (secretary)
- Directors present
- Directors absent
- Also present (executive director, staff, guests)
- Quorum present (yes / no, and the number required)
Then the body follows the meeting in this order:
- 1. Call to order — Who presided and the time. Note how notice of the meeting was given if your bylaws require it.
- 2. Quorum — State the number present and the number the bylaws require.
- 3. Approval of previous minutes — Date of the minutes and any corrections.Motion: · Moved by: · Seconded by: · Vote:
- 4. Conflict of interest declarations — Ask at the start of every meeting. Record who declared an interest, in which item, and that they left the room for the discussion and vote.Director: · Interest declared: · Agenda item: · Recused from discussion and vote: yes / no
- 5. Executive director's report — Programme numbers, staffing, risks. Record that the report was received and any decision it led to.
- 6. Financial report — Statements to the end of the last month, cash position, restricted versus unrestricted funds, and any variance from budget the board discussed.Statements received for the period ending: · Unrestricted cash: · Restricted funds: · Motion to accept:
- 7. Committee reports — Finance, governance, fundraising, programmes. One line per committee unless a recommendation needs a board vote.
- 8. Grants, gifts and contracts — Any grant accepted, major gift received with restrictions, or contract above the amount the executive director may sign alone.Item: · Amount and restrictions: · Motion: · Moved by: · Seconded by: · Vote:
- 9. New business — One block per item: short summary of the discussion, then the motion as worded.Item: · Summary of discussion: · Motion: · Moved by: · Seconded by: · Vote (for / against / abstain): · Outcome:
- 10. Executive session — Record the time the board entered and left and the general subject (for example, executive director's compensation). Decisions made in session are recorded as motions when the board returns to open session.Entered executive session at: · Subject: · Returned to open session at: · Action taken on return:
- 11. Next meeting and adjournment — Date, time and location of the next meeting; who moved to adjourn and the time.Next meeting: · Moved by: · Time adjourned:
- ApprovalMinutes submitted by: · Minutes approved on: · Secretary's signature:
At the end: motions and resolutions and action items, as tables you can keep across meetings.
The template
Download it as a Word file, or copy the text version into your own document.
Nonprofit Board of Directors Meeting Minutes Organisation (legal name): Type of meeting (regular / special / annual): Date: Time called to order: Location (or video platform): Chair: Minutes taken by (secretary): Directors present: Directors absent: Also present (executive director, staff, guests): Quorum present (yes / no, and the number required): 1. Call to order [Who presided and the time. Note how notice of the meeting was given if your bylaws require it.] 2. Quorum [State the number present and the number the bylaws require.] 3. Approval of previous minutes [Date of the minutes and any corrections.] Motion: Moved by: Seconded by: Vote: 4. Conflict of interest declarations [Ask at the start of every meeting. Record who declared an interest, in which item, and that they left the room for the discussion and vote.] Director: Interest declared: Agenda item: Recused from discussion and vote: yes / no 5. Executive director's report [Programme numbers, staffing, risks. Record that the report was received and any decision it led to.] 6. Financial report [Statements to the end of the last month, cash position, restricted versus unrestricted funds, and any variance from budget the board discussed.] Statements received for the period ending: Unrestricted cash: Restricted funds: Motion to accept: 7. Committee reports [Finance, governance, fundraising, programmes. One line per committee unless a recommendation needs a board vote.] 8. Grants, gifts and contracts [Any grant accepted, major gift received with restrictions, or contract above the amount the executive director may sign alone.] Item: Amount and restrictions: Motion: Moved by: Seconded by: Vote: 9. New business [One block per item: short summary of the discussion, then the motion as worded.] Item: Summary of discussion: Motion: Moved by: Seconded by: Vote (for / against / abstain): Outcome: 10. Executive session [Record the time the board entered and left and the general subject (for example, executive director's compensation). Decisions made in session are recorded as motions when the board returns to open session.] Entered executive session at: Subject: Returned to open session at: Action taken on return: 11. Next meeting and adjournment [Date, time and location of the next meeting; who moved to adjourn and the time.] Next meeting: Moved by: Time adjourned: Approval Minutes submitted by: Minutes approved on: Secretary's signature: Motions and resolutions No. | Motion | Moved / seconded | Vote | Outcome Action items No. | Action | Owner | Due | Status
Why a nonprofit's minutes are read by outsiders
A charity board's minutes are one of the few documents that show the organisation is governed and not just run. Auditors read them to confirm the board approved the budget and reviewed the financial statements. Grant funders ask for them during due diligence. In the United States, the Form 990 asks whether the organisation contemporaneously documented its board meetings, and state charity regulators may request minutes if a complaint is made.
None of this means the minutes should be long. It means they should be complete on a few specific points: quorum, each motion and vote, conflicts of interest, and any decision about money, compensation or related parties.
What a nonprofit board must record
- Quorum: the number present and the number required, every meeting.
- Conflict of interest handling: who declared an interest, that they left the room, and that the remaining directors voted without them. Most conflict of interest policies expect the minutes to show this.
- Compensation decisions: for the executive director or any officer, record what data the board compared against and that the person concerned was not in the room. Many tax advisers consider this the single most important thing a nonprofit's minutes can show.
- Acceptance of financial statements and approval of the annual budget.
- Grants and restricted gifts accepted, with their restrictions, so the finance team can track them.
- Related-party transactions, with the vote recorded by name.
Executive session
Boards go into executive session to discuss the executive director's performance, a legal matter, a personnel issue or a confidential negotiation. The open minutes record only that the board entered and left session, the time, and the general subject. If a decision is reached, the board returns to open session and the motion is recorded there. Some organisations keep a separate confidential record of the session; check your bylaws and your policy on who may see it.
Common mistakes
- Approving the financial report rather than receiving or accepting it. Approval suggests the board checked every figure.
- Recording the executive director's compensation decision without noting the comparison data or that the director left the room.
- Skipping the conflict of interest question because nobody usually has one. Record "none declared" every time.
- Minuting donor names and gift amounts in detail. Record what the board decided about the gift; keep donor detail in the fundraising records.
- Treating email votes as informal. If your bylaws allow action without a meeting, record the written consent in the minute book with the date and who consented.
Storage and who may see them
Keep approved minutes permanently in a minute book or a single shared folder, with the signed version as the record copy. Who may inspect them varies: some states give members or the public a right to see certain nonprofit records, others do not. Assume funders and auditors will ask, and write every page as if it will be read by someone outside the room.
Example: filled-in nonprofit board meeting minutes
What the template looks like once it’s been used. The organisation and people are made up.
Minutes of the regular meeting of the board of directors of Harbor Light Literacy Alliance
Date: Thursday 15 October 2026
Called to order: 5:34 pm
Location: Harbor Light offices, 212 Dock Street, and by video
Chair: Beatrice Alvarado
Minutes taken by: Marcus Odum, Secretary
Directors present: Beatrice Alvarado, Marcus Odum, Ingrid Solheim, Kwame Mensah, Rachel Dunne, Peter Lindqvist (by video)
Directors absent: Aisha Karim (apologies)
Also present: Caroline Whitby, Executive Director
Quorum: Present (6 of 7 directors; 4 required)
1. Call to order
The chair called the meeting to order at 5:34 pm. Notice of the meeting was emailed to all directors on 1 October 2026.
3. Approval of previous minutes
Motion to approve the minutes of 17 September 2026 as circulated. Moved by Rachel Dunne, seconded by Kwame Mensah. Carried unanimously.
4. Conflict of interest declarations
Peter Lindqvist declared that his firm, Lindqvist Print, submitted one of the quotes under item 8.2. He agreed to leave the meeting for that item. No other interests were declared.
5. Executive director's report
Caroline Whitby reported that 312 adults were enrolled in tutoring in the September term, up from 268 a year earlier, and that two volunteer tutors have completed the new safeguarding training. The report was received.
6. Financial report
Ingrid Solheim presented the statements to 30 September 2026. Unrestricted cash is $94,200; restricted funds held are $61,500, of which $40,000 is the Fenwick Foundation grant for the mobile library. Expenses are 3% under budget year to date.
Motion to accept the financial statements for the period ending 30 September 2026. Moved by Ingrid Solheim, seconded by Marcus Odum. Carried unanimously.
8. Grants, gifts and contracts
8.1 Fenwick Foundation renewal. The foundation has offered $45,000 for 2027, restricted to the mobile library programme, with a reporting condition of two narrative reports a year. Motion: that the board accept the Fenwick Foundation grant of $45,000 on the terms set out in the offer letter dated 29 September 2026. Moved by Kwame Mensah, seconded by Rachel Dunne. Carried unanimously.
8.2 Printing contract for learner workbooks. Peter Lindqvist left the meeting at 6:05 pm. Three quotes were reviewed: Lindqvist Print ($8,400), Dockside Press ($9,100) and PrintWell ($7,950, longer lead time). The board discussed delivery dates against the January term start. Motion: that the board award the 2027 workbook printing to Lindqvist Print at $8,400, the chair having confirmed the quote was obtained on the same basis as the others. Moved by Ingrid Solheim, seconded by Marcus Odum. Vote: 5 for, 0 against, 0 abstentions, Peter Lindqvist not present. Carried. Peter Lindqvist returned at 6:14 pm.
9. New business
9.1 Audit firm. Ingrid Solheim recommended re-appointing Carrow & Bell for the 2026 audit at a fee of $6,200. Motion: that Carrow & Bell be appointed auditors for the year ending 31 December 2026. Moved by Ingrid Solheim, seconded by Peter Lindqvist. Carried unanimously.
10. Executive session
The board entered executive session at 6:31 pm to discuss the executive director's annual compensation review. Caroline Whitby left the meeting. The board returned to open session at 6:52 pm. Motion: that the executive director's salary be set at $78,000 from 1 January 2027, the board having reviewed compensation data for comparable organisations in the region. Moved by Beatrice Alvarado, seconded by Rachel Dunne. Carried unanimously. Caroline Whitby rejoined the meeting.
11. Next meeting and adjournment
The next meeting is Thursday 19 November 2026 at 5:30 pm. The chair adjourned the meeting at 6:58 pm on a motion by Kwame Mensah.
Motions and resolutions
| No. | Decision | Outcome |
|---|---|---|
| 1 | Minutes of 17 September 2026 approved | Carried unanimously |
| 2 | Financial statements to 30 September 2026 accepted | Carried unanimously |
| 3 | Fenwick Foundation grant of $45,000 accepted | Carried unanimously |
| 4 | Workbook printing awarded to Lindqvist Print, $8,400 | Carried, 5 for, director recused |
| 5 | Carrow & Bell appointed auditors for 2026 | Carried unanimously |
| 6 | Executive director's salary set at $78,000 from 1 January 2027 | Carried unanimously |
Action items
| No. | Action | Owner | Due |
|---|---|---|---|
| 1 | Countersign and return the Fenwick Foundation grant agreement | Caroline Whitby | 31 October 2026 |
| 2 | File Peter Lindqvist's updated conflict of interest disclosure | Marcus Odum | 22 October 2026 |
| 3 | Send engagement letter to Carrow & Bell | Ingrid Solheim | 6 November 2026 |
| 4 | Issue revised employment letter to the executive director | Beatrice Alvarado | 15 December 2026 |
Tips for nonprofit board meeting minutes
- Put the conflict of interest question on every agenda, right after approval of the minutes, so the secretary never has to remember it.
- When a director recuses, record the time they left and the time they returned. It is the cleanest proof that they took no part.
- Record restricted gifts with their restriction in the same sentence, so the finance team can reconcile the minutes to the ledger.
- For compensation decisions, name the kind of data the board compared against, not the figures from other organisations.
- Keep a list of every motion number across the year; funders sometimes ask for "the resolution approving the budget" by date.
- Store the signed minutes with the policies they refer to, so the conflict of interest policy and the minutes that adopted it are found together.
Related templates
- Board meeting minutes template — The formal record of a board of directors meeting: quorum, motions, votes and resolutions.
- Committee meeting minutes template — For board and steering committees: records what the committee decided within its charter and what it is recommending up to the board.
- Annual meeting minutes template — For the annual general meeting of shareholders or members: proxies, quorum counted in shares or votes, elections, the auditor and the annual report.
- Church meeting minutes template — For church boards, councils, elders and congregational business meetings: reports, offerings, membership and votes.
- All meeting minutes templates
Or let the notes write themselves
A template helps when you’re the one typing. If you’d rather not be, an AI note taker can draft the summary and action items for you. Most send a bot into the call; QuietNote captures from your own computer instead, so nothing joins the meeting and you decide when capture starts. It’s in private beta. Whatever you use, read the draft before you send it, and tell attendees you’re recording where the rules require it.
Questions
Are nonprofit board meeting minutes required?
In most places, yes in practice. Many states require nonprofit corporations to keep minutes of board and member meetings, and in the United States the Form 990 asks whether board meetings were documented. Even where there is no explicit rule, funders and auditors expect them. Check your state's nonprofit statute and your bylaws.
Are nonprofit board minutes public?
Usually not automatically. The Form 990 itself is public, but the minutes are not filed with it. Some states give members, and occasionally the public, a right to inspect certain nonprofit records; others leave it to the bylaws. Write minutes assuming an outsider may one day read them, and keep confidential matters to executive session.
How do you record a conflict of interest in board minutes?
Name the director, state the interest in one sentence, note that they left the room for the discussion and vote, and record the vote of the remaining directors. Add the time they left and returned. If the board decided the transaction was fair after comparing alternatives, say what was compared.
What goes in the minutes of an executive session?
In the open minutes, only that the board entered and left executive session, the times and the general subject. Any decision is taken as a motion when the board returns to open session. Some organisations keep a brief confidential record of the session itself; your bylaws or board policy should say who keeps it and who may see it.
How long should a nonprofit keep board minutes?
Permanently is the usual advice. Minutes are part of the organisation's corporate record and may be needed to show when a policy was adopted, when a director was elected or how a restricted gift was accepted. Many record retention policies list board minutes as permanent records alongside the articles and bylaws.
Can an AI note taker draft nonprofit board minutes?
It can draft the discussion summary and action list, but the secretary still has to confirm motion wording, vote counts and recusals, and the board still approves the minutes. Stop any recording before executive session, and tell directors at the start of the meeting that a recording or transcription tool is in use.
Sources
Checked on 5 October 2026. Vendors change their settings and prices often; follow the links for the current version.