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Golly Gee Batman, I Hope We're Not Too Late!

19 Mar 2012
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I join you in that hope!

Sometime yesterday or today, the minutes for the January 24, 2012 OSM board meeting were posted. I noted several areas of concern with these minutes. In the past, it was clearly noted who had transcribed the minutes. While not required, it is a good idea particularly if some legality issue should arise that the minutes failed to document. Authorities could seek out the minute taker for clarification. Certainly a minor issue but one the Secretary of the board should consider for the future.

The bigger area of concern is one I have mentioned before. How do the board members of OSM ensure that decisions made are decisions of the board and not decisions of individuals on the board? Well, it is really quite simple and all boards practice it. It is even embedded within OSM's bylaws (emphasis mine):

5. CONDUCT OF MEETINGS.

...
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, will be the act of the Board. Each Director present will have one vote.
...

There were several notations in the January minutes that indicated the board had approved something and directed someone to take action. Yet, you know what? There was no motion and no recorded vote documented. For instance

a. Board Elections and Term Extensions Action item: Alice will draft a letter to the COC expressing the support of the Board to extend their terms.

 This was obviously an act of the board but no vote?

 b. Request to visit to South Korea The Board approves Sukh and Robert to move ahead on this.

Another act of the board. This one even involved non-budgeted money to be approved but again no vote?

The revised Form 990 which OSM must file with the New York Charities Bureau along with the CHAR500 asks in Part VI, Section A, Question 8 whether there is contemporaneous documentation of the board and board committee meeting minutes or written actions. The Form 990 instructions then go on to say that “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.” Organizations that do not conduct contemporaneous documentation must explain their practices or policies, if any, regarding documentation of board or board committee meetings or written actions. The question’s presence on Form 990 indicates that meeting minutes documentation is an area of concern for the IRS. Failure to adopt practices for better meeting minutes documentation may be a factor that weighs against the organization in the eyes of the IRS or courts. Additionally, a shallow explanation for poor practices may raise concern with donors and the public who have access to an organization’s Form 990.

Robert's Rules of Order, a manual for running nonprofit organizations, explains that minutes are a record of what was done at the meeting, not what was said. At a minimum, minutes should include:
  1. Name and kind of meeting. Is it a regular board meeting, an annual meeting, a meeting of the housing committee or a special meeting. If it is a special meeting, attach a copy of the meeting notice given to members.
  2. Date, place, and time that the meeting began and ended.
  3. Names of the chair and secretary or their substitutes.
  4. Names of voting members attending and whether a quorum was present. You may circulate a sign-in sheet and attach it to the minutes.
  5. Names of guests and their subject matter.
  6. Whether minutes from the previous meeting were approved or corrected.
  7. Motions made. You must record:
    1. the exact wording of the motion
    2. who made the motion
    3. the result of the vote
  8. Reports. Record the name of the report, the name of the member presenting it, and any action taken on the report. If the report was in writing, attach it, or tell where it may be found. An oral report may be summarized briefly.
  9. Other actions, assignments and deadlines, resolutions, and recommendations can be briefly recorded.
  10. Secretary's signature once the minutes have been approved.

  ARARA Operating Procedures Manual

Here's hoping we were not too late and OSM could actually incorporate some of this proffered advice.

I encourage all of you to read the two petitions  linked here and sign them. It is time OSM heard from its constituents!

  Thanks to Andrew Eddie for pointing out my failure to properly attribute the suggested advice on minute taking.

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David Huelsmann

Dave Huelsmann was Treasurer of Open Source Matters, Inc. from 2008 to July, 2010 and Joomla Forum Global Moderator from 2005 to November, 2010. Now retired, he was a senior healthcare executive who managed large and diverse clinical laboratory, radiology, electroencephalography, and centralized patient transport operations/departments in both not-for-profit and for-profit companies throughout the United States.

Dave was a Navy Corpsman who served in Vietnam while attached to Seabee battalionmcb71
MCB-71.

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