“ Nolo helps laypeople perform legal tasks without the aid—or fees—of lawyers.” USA TODAY With Downloadable FORMS 3RD EDITION Nonprofit Meetings, Minutes & Records How to Properly Document Your Nonprofit’s Actions Attorney Anthony Mancuso, author of How to Form a Nonprofit Corporation Free Legal Updates at Nolo.com This Book Comes With Lots of FREE Online Resources Nolo’s award-winning website has a page dedicated just to this book Here you can: KEEP UP TO DATE When there are important changes to the information in this book, we’ll post updates And that’s not all Nolo.com contains thousands of articles on everyday legal and business issues, plus GET DISCOUNTS ON NOLO PRODUCTS Get a plain-English law discounts on hundreds of books, forms, and dictionary, all written by software Nolo experts and available READ BLOGS Get the latest info from Nolo for free You’ll also find authors’ blogs more useful books, LISTEN TO PODCASTS Listen to authors discuss timely issues on topics that interest you WATCH VIDEOS Get a quick introduction to a software, online apps, downloadable forms, plus a lawyer directory legal topic with our short videos With Downloadable FORMS Get forms and more at LAW for ALL www.nolo.com/back-of-book/NORM.html The Trusted Name (but don’t take our word for it) “ In Nolo you can trust.” THE NEW YORK TIMES “ Nolo is always there in a jam as the nation’s premier publisher of do-it-yourself legal books.” NEWSWEEK “ Nolo publications…guide people simply through the how, when, where and why of the law.” THE WASHINGTON POST “ [Nolo’s]…material is developed by experienced attorneys who have a knack for making complicated material accessible.” LIBRARY JOURNAL “ When it comes to self-help legal stuff, nobody does a better job than Nolo…” USA TODAY “ The most prominent U.S publisher of self-help legal aids.” TIME MAGAZINE “ Nolo is a pioneer in both consumer and business self-help books and software.” LOS ANGELES TIMES 3rd edition Nonprofit Meetings, Minutes & Records How to Run Your Nonprofit Corporation So You Don’t Run Into Trouble Attorney Anthony Mancuso LAW for ALL THIRD EDITION Editor Cover Design Proofreading Index Printing FEBRUARY 2018 DIANA FITZPATRICK SUSAN PUTNEY ROBERT WELLS THÉRÈSE SHERE BANG PRINTING Names: Mancuso, Anthony, author Title: Nonprofit meetings, minutes, & records : how to run your nonprofit corporation so you don’t run into trouble / Attorney Anthony Mancuso Other titles: Nonprofit meetings, minutes and records Description: 3rd edition | Berkeley, CA : Nolo, [2018] | Includes index Identifiers: LCCN 2017033355 (print) | LCCN 2017043627 (ebook) | ISBN 9781413324792 (ebook) | ISBN 9781413324785 (pbk.) Subjects: LCSH: Nonprofit organizations United States Management | Nonprofit organizations Law and legislation United States | Nonprofit organizations United States Records and correspondence Classification: LCC HD62.6 (ebook) | LCC HD62.6 M367 2018 (print) | DDC 658.4/56 dc23 LC record available at https://lccn.loc.gov/2017033355 This book covers only United States law, unless it specifically states otherwise Copyright © 2008, 2011, and 2018 by Anthony Mancuso All rights reserved The NOLO trademark is registered in the U.S Patent and Trademark Office Printed in the U.S.A No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without prior written permission Reproduction prohibitions not apply to the forms contained in this product when reproduced for personal use For information on bulk purchases or corporate premium sales, please contact the Special Sales Department Call 800-955-4775 or write to Nolo, 950 Parker Street, Berkeley, California 94710 Please note We believe accurate, plain-English legal information should help you solve many of your own legal problems But this text is not a substitute for personalized advice from a knowledgeable lawyer If you want the help of a trained professional—and we’ll always point out situations in which we think that’s a good idea—consult an attorney licensed to practice in your state Acknowledgments The author thanks Diana Fitzpatrick for editing this edition A big thanks to the entire Nolo team for helping me put together and publish another consumer law book for hardworking nonprofits About the Author Anthony Mancuso is a corporations and limited liability company expert A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar, writes books and software in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies He is currently employed at Google in Mountain View, California Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and limited liability companies Among his current books are How to Form a Nonprofit Corporation; The Corporate Records Handbook; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500,000 businesses and organizations how to form and operate a corporation or an LLC Tony is a licensed helicopter pilot and has performed for years as a guitarist CHAPter Table of Contents Introduction 101—Understand and Organize Your Records Housekeeping Your Key Organizational Documents Organize Your Corporate Records 13 Looking Up the Law Yourself 15 State Corporate Filing Offices .18 When to Consult a Professional 19 Board or Member Approval— Obtaining Meetings and Written Consents 21 When Is Board Approval Required? 22 When Is Membership Approval (or Ratification) Required? 23 How Boards (and Members) Take Action .24 Why You Need to Document Key Corporate Decisions 29 Steps—How to Call, Notice, and Prepare Premeeting for Your Meeting 31 Premeeting Steps—An Overview .32 Going Through the Steps 34 Big Day—Holding Your Meeting .69 The Decide What Rules You’ll Follow 70 Gather at Your Meeting Location .70 Appoint a Chairperson and Secretary 71 Call the Meeting to Order .72 Make Sure That a Quorum Is Present .72 Get Down to Business .76 Approving Resolutions 80 Voting Rules for Directors and Members .83 The End: Adjourn the Meeting 88 for Directors’ Annual and Special Meetings 89 Minutes Some Basics on Minute-Taking 90 Preparing Minutes for an Annual Meeting of Directors 92 Preparing Minutes for a Special Meeting of Directors 101 for Members’ Annual and Special Meetings .111 Minutes Some Basics on Minute-Taking 112 Preparing Minutes for an Annual Meeting of Members .113 Preparing Minutes for a Special Meeting of Members 124 to Take Action by Written Consent 135 How Check Your Written Consent Rules 137 Prepare the Written Consent Form 138 Place Signed Consent Forms in Your Corporate Records Book 141 Beyond This Book 143 Help How to Find the Right Lawyer 144 How to Find the Right Tax Adviser 150 Appendixes to Use the Downloadable Forms on the Nolo Website 151 A How Editing RTFs 152 List of Forms 153 to Locate Nonprofit Corporation Resources Online 155 B How State Corporate Filing Office Website 156 State Tax Office Website 156 State Corporation Law Lookup Website 157 and Minutes Forms 159 C Meeting Call, Notice, and Meeting Preparation Forms Membership Roster 160 Meeting Summary Sheet 161 Call of Meeting .162 Meeting Participant List 163 Notice of Meeting 164 Waiver of Notice of Meeting 165 Acknowledgment of Receipt of Notice of Meeting 166 Proxy 167 Approval of Minutes 168 Minutes and Consent Forms Minutes of the Annual Meeting of Directors 169 Minutes of Special Meeting of Directors 173 Minutes of Annual Meeting of Members 176 Minutes of Special Meeting of Members 180 Written Consent to Action Without Meeting .183 Index 185 ... Title: Nonprofit meetings, minutes, & records : how to run your nonprofit corporation so you don’t run into trouble / Attorney Anthony Mancuso Other titles: Nonprofit meetings, minutes and records. .. business self-help books and software.” LOS ANGELES TIMES 3rd edition Nonprofit Meetings, Minutes & Records How to Run Your Nonprofit Corporation So You Don’t Run Into Trouble Attorney Anthony... 167 Approval of Minutes 168 Minutes and Consent Forms Minutes of the Annual Meeting of Directors 169 Minutes of Special Meeting of Directors 173 Minutes of Annual Meeting