Minutes, and what a board is expected to keep forever

Your board met in February, agreed to raise dues, and someone typed notes into a document on their own laptop. The notes were never circulated, never approved, and never found again. Nine months later a member disputes the dues increase and asks when it was voted on.

There is no penalty for that. There is only the absence of an answer, which in a volunteer organization is frequently worse. And the federal rules on documentation and retention are clearer, and shorter, than most boards realize.

What the IRS actually asks

Form 990 Part VI puts the question directly:

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following: (a) The governing body? (b) Each committee with authority to act on behalf of the governing body?

IRS, Form 990, Part VI, line 8 (PDF)

Part VI's own heading instruction explains the stakes of answering honestly: for a “No” on line 8a or 8b, you must describe the circumstances, processes, or changes on Schedule O. You are not fined for saying no. You are asked to explain yourself in a document that is publicly available — to any grantmaker who looks you up.

A caveat about scope: these Part VI governance questions are on the full Form 990. An ensemble filing the e-Postcard or Form 990-EZ is not answering them this year. That is a reason to build the habit now rather than a reason to skip it, since the question arrives with growth — and because retention obligations apply regardless.

“Contemporaneous” has a deadline

This is the single most useful thing in this article, because most boards treat “contemporaneous” as a synonym for “promptly.” The Form 990 instructions give it a number:

For this purpose, contemporaneous means by 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.

IRS, Instructions for Form 990, Part VI line 8

A board that meets quarterly and approves the previous minutes at each meeting is inside the standard. A board that meets quarterly and gets round to writing February's minutes in the autumn is not, no matter how accurate the eventual document.

The form of the record is more flexible than the timing. The instructions ask whether the organization documented by any means permitted by state law every meeting and written action taken by the governing body and committees with authority to act on its behalf — and those ordinarily don’t include advisory boards. Then: Documentation permitted by state law can include approved minutes, email, or similar writings that explain the action taken, when it was taken, and who made the decision.

Read that last clause as a template. Three fields: what was decided, when, and who decided it. A four-line email meeting that standard beats eight pages of narrative that never says who voted.

If you had no committees, the instructions say to answer “No” on line 8b — which is not a failing, just an accurate description of a small board.

Written actions count too

Small ensembles decide a great deal between meetings: an email thread that settles a venue deposit, a group text approving an emergency repair. Line 8 covers the meetings held or written actions undertaken. If a written action was taken by the governing body, it needs documenting on the same terms as a meeting.

The IRS's governance guidance is explicit about the point:

The Internal Revenue Service encourages the governing bodies and authorized sub-committees to take steps to ensure that minutes of their meetings, and actions taken by written action or outside of meetings, are contemporaneously documented.

IRS, Governance and Related Topics — 501(c)(3) Organizations (PDF)

The rest of Part VI, briefly

Line 8 does not travel alone. The same section asks whether you provided a complete copy of this Form 990 to all members of its governing body before filing the form; whether you had a written conflict of interest policy; whether officers, directors, trustees and key employees were required to disclose annually interests that could give rise to conflicts; and whether you regularly and consistently monitor and enforce compliance with the policy.

The instructions describe what such a policy has to do: A conflict of interest policy defines conflicts of interest, identifies the classes of individuals within the organization covered by the policy, facilitates disclosure of information that can help identify conflicts of interest, and specifies procedures to be followed in managing conflicts of interest.

And why it exists, from the governance paper: The directors of a charity owe it a duty of loyalty. The duty of loyalty requires a director to act in the interest of the charity rather than in the personal interest of the director or some other person or organization. Which is not an abstraction in an ensemble where a board member's spouse owns the print shop, or where the librarian is also the person the board pays for storage.

The practical connection to minutes: a conflict policy you cannot show was disclosed against and enforced is a policy you cannot demonstrate. The minutes are where the recusal gets recorded.

How long you keep things

The baseline duty is broad: An exempt organization must keep books and records needed to show that it complies with the tax rules, and it must be able to document the sources of receipts and expenditures reported on its annual return. Notably, that applies to the smallest filers too:

Remember, even if 990-N is filed, or no return is filed, records must be maintained showing activities conducted, income received and expenses incurred.

IRS, Recordkeeping requirements for exempt organizations

An eight-question e-Postcard is not a license to keep nothing.

For duration, Publication 4221-PC ties the general rule to the statute of limitations: keep records supporting an item of income or deduction until the statute of limitations for that return runs, and generally, the statute of limitations runs three years after the date the return is due or filed, whichever is later. If you have employees, keep employment tax records at least four years after filing the fourth quarter for the year.

Then the category that matters most to a board with a twenty-year history:

Some records should be kept permanently. These include the application for recognition of tax-exempt status, the determination letter recognizing tax-exempt status and organizing documents, such as articles of incorporation and bylaws, with amendments, as well as board minutes.

IRS, Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities (PDF)

Permanently. Not three years. Which is a hard promise to keep when the minutes live in a folder owned by whoever was secretary in 2013.

Two further points from the same publication, both easy to overlook. When records are no longer needed for tax purposes, keep them until they are no longer needed for non-tax purposes — a grantor, insurance company, creditor or state agency may require that records be kept longer than the IRS requires. And separately, an organization may be required to retain records longer for other legal purposes, including state or local tax purposes. Federal minimums are minimums.

What is public, and what is not

Boards get nervous about minutes because they assume everything is disclosable. The federal disclosure obligation is actually a short list. A public charity must make available, on request and without charge beyond reasonable copying costs:

• the exemption application with everything submitted with it, documents the IRS required in support, and the ruling letter;
• the annual return with schedules, attachments and supporting documents filed with the IRS;
• Form 990-T, for 501(c)(3) filers, for three years.

Returns must be available for a period of three years from the date the return is required to be filed or is filed, whichever is later. You can discharge the request obligation by making the documents widely available: this can be done by posting the documents on a readily accessible website. You may place reasonable restrictions on the time, place and manner of in-person inspection.

Donor names are protected. However, a public charity that files a Form 990 or Form 990-EZ does not have to disclose the names and addresses of contributors listed on Schedule B. Everything else on that schedule — amounts, descriptions of noncash gifts — is open unless it clearly identifies the contributor. Relatedly, if you file a copy of your return with a state, do not include Schedule B unless the state specifically requires a schedule of contributors. And do not put personal identifying information such as unnecessary Social Security numbers on a form that must be made public.

On minutes specifically, we are being careful. Board minutes are not among the documents the IRS lists as subject to public disclosure under §6104 — that list covers the exemption application, the notice of status, and the annual returns with their schedules and attachments. Minutes appear in IRS guidance only as records to retain permanently. But we found no IRS page that says in words “minutes are not subject to public disclosure,” so the supportable statement is the narrow one: minutes are not among the documents federal law requires you to hand over. Your state's nonprofit corporation statute and your own bylaws may say something different, often granting members inspection rights. We have not researched state law here. Check yours.

Note too that Part VI line 19 asks you to describe on Schedule O whether and how you made your governing documents, conflict of interest policy and financial statements available to the public. Not required, but asked about in public.

Late-filing and disclosure penalties, in context

Failure to permit inspection carries, per the 2025 Form 990-EZ instructions, $25 for each day that inspection wasn’t permitted, up to a maximum of $13,000 for each return, with no cap on application requests. Publication 4221-PC gives older, lower figures because it is a 2018 revision — use the current instructions.

A minutes practice a volunteer board can sustain

• Write the record inside the standard: by the next meeting or 60 days, whichever is later. Put that in the bylaws or the board handbook so it outlives the current secretary.
• Capture the three fields the instructions name — what was decided, when, who decided. Discussion is optional. The decision is not.
• Document written actions taken between meetings on the same terms. Ratify them at the next meeting so the paper trail closes.
• Record recusals explicitly. A conflict policy is only demonstrable through minutes.
• Store minutes where the organization owns them, not where an individual does. The permanent retention obligation is an institutional promise, and a personal Drive folder cannot keep it.
• Keep the approval trail. “Approved at the 12 May meeting” is what turns notes into minutes.
• Keep the permanent set together and separately from the churn: articles, bylaws and every amendment, the exemption application, the determination letter, and the minutes. That set is your organization's identity.
• Write down what you will keep and for how long. A retention schedule is easier to follow than a judgment call each time, and it means a departing officer knows what to hand over.

None of this is about the IRS, really. It is about the February meeting being answerable in November — and about the officer who leaves mid-season not taking the record with them.

Rehearsal Letter stores minutes and the permanent document set against the organization rather than a person, with the meeting date, the decisions and the approval trail attached, so a twenty-year record survives twenty secretaries. This article is general information about federal documentation and retention rules, not legal advice, and it does not address your state's nonprofit corporation statute or member inspection rights — for those, ask a lawyer in your state.