Nonprofit Board Meeting Packet Template

Before drafting the agenda, list everything your board must decide or oversee this year, with a due date for each. Your bylaws and funding agreements reserve some decisions to the board, your state's nonprofit law may add others, and Form 990 asks about several governance practices.

Form 990 asks about these practices but doesn't require them. In the IRS's words, federal tax law generally doesn't mandate particular management structures, operational policies, or administrative practices². Every filer must still answer each Part VI question, and the return is generally open to public inspection. The full Form 990, which carries these questions, is required once gross receipts reach $200,000 or year-end total assets reach $500,000.

Then check the list against the past year's minutes, not anyone's memory. A yearly duty that hasn't been on any agenda in 12 months is a gap, however well each meeting runs, and no single agenda will show it. If the gap is a missing or outdated policy, the nonprofit policies template has the standard set and a review calendar.

BoardSource, a nonprofit devoted to board training and research, advises agendas that indicate which items are for discussion and which are simply informative³. It also suggests starting with the most important questions and setting time limits for agenda items. Then give every item one of the four labels below and a time, and total the minutes by label.

A report stays Receive even if the board votes to accept it out of habit. In this example, reports take 75 minutes and decisions 28, and 5 of those 28 go to an $18,400 copier lease the bylaws don't reserve to the board. BoardSource warns that time spent passively listening to reports⁴ instead of debating critical issues may result in inadequate governance.

Move routine approvals to a consent agenda. BoardSource defines one as routine, non-controversial items grouped into a single package for one combined vote⁵, approved without discussion unless a director asks to pull an item out first.

• On it: prior board and committee minutes, reports needing no vote, and standard contracts you use regularly
• Off it: financial statements, the budget, and anything debatable

Every vote outside the consent agenda needs a memo a director can vote from. Open with the motion, worded so the secretary can minute it. Then name what reserves it to the board, what changes if it passes, the weakest number in the case, what stays open, and your recommendation.

If nothing reserves an item to the board, say so in the memo and recommend delegating it, which frees time for overdue matters.

Put decisions ahead of reports, in the packet and in the room, so votes don't get whatever time is left.

1. 1

   Cover page

   Date, place, call-in link, quorum, and the lead time against your bylaws' notice period.

2. 2

   Agenda

   Each item's label, minutes and presenter, with the consent items listed.

3. 3

   Minutes for approval

   The last board meeting's draft, plus committee minutes and written actions since.

4. 4

   Decision memos

   One page per vote, in agenda order.

5. 5

   Financials

   Year to date against budget, cash, and months of unrestricted reserves, with large variances explained.

6. 6

   Reports

   Written reports from staff and committees, for questions rather than presentation.

BoardSource advises sending the agenda and attachments at least one week before the meeting³. If your bylaws set a longer notice period, use that instead. Ask directors to send report questions in advance, so meeting time goes to answers.

Close with an executive session, which BoardSource recommends at the end of every regularly scheduled board meeting⁶. It lists meeting the auditor after the audit, and discussing the chief executive's evaluation and pay, among matters often handled there without the chief executive.

Part VI of the full Form 990 asks whether you contemporaneously documented every meeting and written action of the board and of committees with authority to act for it². Advisory boards ordinarily aren't included. The IRS counts a record as contemporaneous if it exists by the later of that body's next meeting or 60 days after the meeting or action.

Approved minutes count, and so can an email or similar writing permitted by state law, if it explains the action taken, when it was taken and who made the decision. If a committee agreed something by email, write that record now, and add a ratification motion if the matter belonged to the full board.

Count the meetings each open action has survived. One carried through five meetings is usually a decision the board keeps putting off: schedule it as a Decide item, reassign it with a date, or close it as declined.

Draft the running order with the meeting agenda generator, and match the program numbers in your packet to your funder reports with the grant report template. The template on this page opens in River, which labels your agenda, totals the minutes and lists the reserved matters your board hasn't reached.