Meeting Documentation on the Form 990
Part VI, Section A of the new IRS Form 990 inquires about the governing body and management. Question 8 requires disclosure of documenting meetings of the governing body and committees with authority.
Question 8. Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
- The governing body
- Each committee with authority to act on behalf of the governing body
This question seeks information on whether it is organizational practice to document meetings and record actions taken. The Form 990 Instructions provide helpful guidance on exactly what “contemporaneous documentation” entails. In addition to any means permitted by state law, contemporaneous documentation may also be accomplished through “approved minutes, strings of emails, or similar writings that explain the action taken, when it was taken, and who made the decision.” Minnesota statutes do not specifically address contemporaneous documentation; however there is a provision that requires minutes to be available to committee members. M.S.A. 317A.241 Subd. 4 (2009).
The Form 990 Instructions also define “contemporaneous” as the “later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting), or (2) 60 days after the date of the meeting or written action.” Accordingly, an organization has this timeline to actually document the meeting. Many organizations accomplish this through the taking of minutes that are later distributed and approved by meeting participants as an accurate representation of dialogue and action taken. Minutes document governance practices and organizational decisions, and once approved become legal documents. As important as it is to take minutes, it is also important to store them in a safe and accessible place.
Although Question 8 does not direct the filer to go to Schedule O for a “No” answer, the filer should consider explaining why it does not document meetings or the alternative procedure it uses to record or track governing body actions and decisions.