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Yes. Georgia law requires all nonprofits to keep written minutes of board and committee meetings. Under O.C.G.A. § 14-3-1601, every corporation must maintain “permanent records of the minutes of all meetings of its members and board of directors.”

These minutes serve as official proof that the board acted within its authority and fulfilled its fiduciary duties. For many nonprofits, issues with minutes only surface when they’re subjected to scrutiny, like when a grantor, auditor, or major donor requests documentation.

Maintaining proper minutes and having a dependable recordkeeping system prevents embarrassment, regulatory issues, or looking unprofessional when your reputation matters most.

What Board Meeting Minutes Are (and Why They Matter)

Minutes are not transcripts. They are the official summary of a meeting’s actions, capturing decisions made and votes taken. For a nonprofit, minutes confirm that board members reviewed relevant information, discussed options, and voted in the organization’s best interest. Accurate minutes:

• Demonstrate that directors exercised due care and good faith.
• Provide continuity when leadership changes.
• Show accountability to members, donors, and regulators.
• Serve as legal evidence in the event of disputes or investigations.

How to Take Minutes That Meet Legal and Professional Standards

The secretary or another designated officer typically records the minutes. A compliant set of minutes should include:

• Meeting details: Date, time, and location.
• Attendance: Names of directors present and whether a quorum was established.
• Motions and votes: All motions made, who proposed and seconded them, and the outcome of each vote.
• Actions taken: Approvals, authorizations, and any follow-up assignments.
• Conflicts of interest: Any disclosures and how they were managed.
• Adjournment and approval: Time of adjournment and signature of the secretary or chair once approved.

Minutes should remain factual and concise. They must be thorough on items of substance but not include discussions that aren’t pertinent. Avoid recording personal opinions or direct quotations as these can create liability later. Once reviewed and approved (typically at the next meeting), they must be signed and entered into the organization’s permanent record.

Mistakes Even Seasoned Nonprofits Make

Even experienced boards make documentation errors that can raise compliance concerns. Common issues include:

• Recording too little: Skipping quorum verification, votes, or major decisions.
• Recording too much: Including debates or individual remarks that may later be taken out of context.
• Rewriting approved minutes: Once approved, corrections must be made by formal amendment, not by replacing the original.
• Neglecting executive sessions: These should be noted briefly, identifying that the board met privately, the general subject (e.g., personnel, legal), and whether votes were taken.
• Delaying approval: Minutes should be approved at the next meeting to maintain accuracy and legal compliance.

Well-drafted minutes balance precision with restraint. They should include enough detail to show accountability, but not so much that they create unnecessary risk.

Recordkeeping Requirements and Best Practices

Georgia law treats minutes as permanent records. Nonprofits should maintain them indefinitely, as they may be needed to verify compliance years later. Best practices include:

• Keeping both digital and physical copies in secure, backed-up storage.
• Organizing records chronologically and labeling them clearly by date and meeting type.
• Restricting access to sensitive portions of minutes while maintaining overall transparency.
• Retaining all supporting materials (agendas, reports, resolutions) with the corresponding meeting file.

Detailed or missing minutes can become critical in audits, lawsuits, or internal investigations. If the board’s actions are challenged, the minutes are the primary evidence of what occurred.

The Role of Board Resolutions

Certain actions, such as adopting new bylaws, approving contracts, or authorizing major expenditures, should also appear as formal board resolutions. A resolution is a separate written document that records a specific action in clear, legal language.

Resolutions are often attached to the meeting minutes or stored in a separate resolutions log. They provide an easily retrievable record when proof of authorization is needed by banks, grantors, or auditors.

Who Approves and Signs the Minutes

Draft minutes should be circulated soon after each meeting and reviewed by the board for accuracy. Before approval, one or more board members may propose additions, deletions, or edits to the draft minutes, but those changes typically must be agreed upon by consensus or a formal vote.

At the next meeting, the board votes to approve them and the secretary or board chair signs and dates the final version. That signed copy becomes the official record. If an amendment is needed later, it must be noted in subsequent minutes rather than altering the approved document.

Keep Your Nonprofit’s Minutes and Records Compliant and Defensible

A Georgia nonprofit attorney can help review your current documentation practices, draft templates that meet state requirements, and ensure your minutes and records protect both your organization and its leadership.



If your nonprofit needs help improving its meeting documentation or maintaining compliance with Georgia’s recordkeeping laws, call the Law Office of Cameron Hawkins at (678) 921-4225.