Charity Bylaws and Minute Book

Q. Beyond showing what motions have passed, what else should the board of a charity be coginizant about to record during the general meeting?

A. Documented discussions: Aside for motions, they need to show that the directors exercised genuine oversight in the decision to pass a motion. So, for example, let's say the minutes include the passage of the budget. That is a major decision that will typically see major discussion, sometimes line by line. If there is no finance committee from which there might be minutes describing in greater detail the line by line discussion, then it is important that the board minutes capture this discussion. In particular, any lines you might reasonably expect the CRA to take issue with, i.e. compensation, the payment of family members, etc., needs to face additional scrutiny.

Reasons supported by research: Related to the budget as well, the Board needs to know that it is getting fair market value for what it is spending. This might mean getting quotes or doing some other research. The point is that the board’s reasons for believing it is getting fair market value should be clear.

Reference to supporting documents: Where there are details that support the discussion contained in documents that were circulated to the Board, then they should be explicitly referenced in the minutes. For example, contracts, prices, budgets, etc. The version of the document being referenced should be clear (e.g. dated or version). For example, it’s not enough just to say that you will continue to use a certain intermediary since the previous minutes did not document any input the Board had into the content of those agreements. The specific documents should be referenced, and some discussion explaining what I discussed above The more details, the better.

By Ben Miller