Template · Governance

Board meeting minutes

Minutes for your first organizational board meeting, plus a simple template for every regular meeting after that.

The Word file opens in Microsoft Word, Google Docs, Pages and LibreOffice. Reviewed October 14, 2026.

Minutes are the official written record of a board meeting. They show who was there, what the board decided and how it voted. They are not a word-for-word transcript. Good minutes are short and clear: someone who wasn't there should be able to read them and know exactly what was decided.

You need minutes from your very first meeting. That first meeting, often called the organizational meeting, is where the board adopts the bylaws, elects officers and approves the steps to set up the charity. Banks, the IRS and funders may ask to see these decisions. Form 990 also asks whether you keep written records of board and committee meetings.

This file has two templates:

First organizational meeting. Use it once, when the board first meets after the charity is incorporated.
Regular board meeting. Use it for every meeting after that.

How to adapt it

Delete any resolution you aren't voting on, and add any you are.
Record each vote as a count (for example, "5 in favor, 0 against, 1 abstained").
If anyone disclosed a conflict of interest, record it the way your conflict of interest policy requires: who disclosed, what the interest was, and that they left the room for the discussion and vote.
The secretary drafts the minutes, the board approves them at the next meeting, and the secretary keeps the approved copy for good.

Preview

Minutes of the first meeting of the Board of Directors of [ORGANIZATION NAME]

Date: [DATE]

Time: [START TIME]

Place: [ADDRESS, OR "BY VIDEO CONFERENCE"]

Present

[DIRECTOR NAME]
[DIRECTOR NAME]
[DIRECTOR NAME]

Also present (not voting): [NAMES, OR "NONE"]

Absent: [NAMES, OR "NONE"]

Call to order and quorum

[NAME] called the meeting to order at [TIME] and acted as chair of the meeting. [NAME] acted as secretary of the meeting. The chair confirmed that all directors named in the articles of incorporation had received notice of the meeting (or had signed a waiver of notice) and that a quorum was present.

Articles of incorporation

The chair reported that the articles of incorporation of [ORGANIZATION NAME] were filed with the [STATE] [SECRETARY OF STATE OR OTHER STATE OFFICE] on [DATE]. On a motion made and seconded, the board voted to accept the articles and to place a copy in the organization's records.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Bylaws

The directors reviewed the proposed bylaws. On a motion made and seconded, the board voted to adopt the bylaws as presented, and directed the secretary to sign the certificate of adoption and keep the bylaws with the organization's records.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Election of officers

The following people were nominated and elected to serve as officers until the next annual meeting or until their successors are elected:

Chair: [NAME]
Vice Chair: [NAME]
Secretary: [NAME]
Treasurer: [NAME]

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Conflict of interest policy

The board reviewed the proposed conflict of interest policy. On a motion made and seconded, the board voted to adopt it. Each director present signed the annual conflict of interest statement, and the secretary will collect statements from any director who was absent.

Disclosures made at this meeting: [NAMES AND INTERESTS DISCLOSED, OR "NONE"].

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Other policies

On a motion made and seconded, the board voted to adopt the following policies as presented: [LIST, FOR EXAMPLE WHISTLEBLOWER POLICY, DOCUMENT RETENTION POLICY, GIFT ACCEPTANCE POLICY].

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Fiscal year

The board voted that the organization's fiscal year will end on [MONTH AND DAY] each year.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Employer identification number

The board authorized [NAME] to apply to the IRS for an employer identification number (EIN) for the organization, if one has not already been obtained. [EIN OBTAINED ON DATE, OR "TO BE OBTAINED"].

Bank account

The board voted to open a bank account in the organization's name at [BANK NAME]. The following people are authorized to sign on the account: [NAMES]. Any payment over [DOLLAR AMOUNT] requires approval from two of these people.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Application for tax-exempt status

The board authorized [NAME] to prepare and file an application with the IRS for recognition of exemption under section 501(c)(3) of the Internal Revenue Code, on Form [1023 OR 1023-EZ], and to pay the IRS user fee from organization funds.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

State registrations

The board authorized [NAME] to make any state charity registrations and state tax exemption filings the organization needs in [STATE] and in any other state where it will ask for donations.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Reimbursement of start-up costs

The board voted to reimburse [NAME] for start-up costs of $[AMOUNT], paid personally for [DESCRIBE, FOR EXAMPLE STATE FILING FEE], on receipt of documentation.

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

First-year budget and plan

[NAME] presented the first-year budget and plan. [THE BOARD APPROVED THE BUDGET, OR THE BOARD WILL CONSIDER IT AT THE NEXT MEETING].

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Next meeting

The next board meeting will be held on [DATE] at [TIME AND PLACE].

Adjournment

There being no further business, the meeting was adjourned at [TIME].

Minutes taken by: [SECRETARY NAME]

Approved by the board on: [DATE]

Minutes of a regular meeting of the Board of Directors of [ORGANIZATION NAME]

Date: [DATE]

Time: [START TIME]

Place: [ADDRESS, OR "BY VIDEO CONFERENCE"]

Present

[DIRECTOR NAME]
[DIRECTOR NAME]
[DIRECTOR NAME]

Also present (not voting): [NAMES, OR "NONE"]

Absent: [NAMES, OR "NONE"]

Call to order and quorum

The chair, [NAME], called the meeting to order at [TIME]. The secretary confirmed that notice was given as the bylaws require and that a quorum was present.

Conflicts of interest

The chair asked whether anyone had a conflict of interest with any item on the agenda. [NO CONFLICTS WERE DISCLOSED, OR NAME DISCLOSED AN INTEREST IN ITEM, DESCRIBED THE INTEREST, AND LEFT THE MEETING DURING THE DISCUSSION AND VOTE ON THAT ITEM. THE REMAINING DIRECTORS DECIDED THAT (A CONFLICT DID OR DID NOT EXIST)].

Approval of previous minutes

On a motion made and seconded, the board approved the minutes of the meeting held on [DATE] [AS PRESENTED, OR WITH THESE CHANGES: DESCRIBE].

Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained.

Treasurer's report

The treasurer reported a bank balance of $[AMOUNT] as of [DATE], income of $[AMOUNT] and spending of $[AMOUNT] since the last meeting, compared with the budget. [NOTE ANY QUESTIONS OR ACTIONS].

Program report

[NAME] reported on [PROGRAM ACTIVITY]. [ONE OR TWO SENTENCES ON WHAT HAPPENED AND ANY RESULTS].

Decisions

[MOTION, FOR EXAMPLE: TO APPROVE SPENDING OF $AMOUNT ON PURPOSE]. Moved by [NAME], seconded by [NAME]. Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained. [CARRIED OR FAILED].
[MOTION]. Moved by [NAME], seconded by [NAME]. Vote: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstained. [CARRIED OR FAILED].

Compliance check

The secretary reported on upcoming deadlines: [FOR EXAMPLE IRS FORM 990-N DUE DATE, STATE REGISTRATION RENEWAL, INSURANCE RENEWAL].

Action items

[TASK], owner: [NAME], due: [DATE]
[TASK], owner: [NAME], due: [DATE]

Next meeting

The next board meeting will be held on [DATE] at [TIME AND PLACE].

Adjournment

The meeting was adjourned at [TIME].

Minutes taken by: [SECRETARY NAME]

Approved by the board on: [DATE]

General information. Not legal, tax or financial advice. Rules change and every situation is different, so check the official sources and talk to a qualified professional before you act. More about this.

Sources

Checked on October 14, 2026. Rules and fees change, so follow the links for the current version.