Your Most Important Board Meeting of the New Year

By Angie Joya

The new year has officially begun! The start of a new year is a natural time to reflect on the previous year. We tend to think about setting personal goals and make plans for the year ahead of us. The same is true for ministry. 

Q: How do you look back on the previous year and make sure you're starting 2019 on the right foot? 

A: Board meeting minutes. 

The truth is, nonprofit organizations will live and die by their board meeting minutes. Should your church or ministry find itself in the midst of an IRS audit, what your minutes do or do not document could sink or save your church. 

You and your board members should hold board meetings (and definitely take board meeting minutes) for the following topics:

• Salaries and any type of compensation for pastors, staff, and board members.
• Approval of love offerings taken up for the pastor.
• The ordination of any and all ministers of the church.  
• Financial reports of the income and expenses for the church. You must show that the directors have reviewed income reports. And there must be proof of their approval through a voting process as outlined in the church bylaws.
• Approval of policies and procedures. For example, does your church have an accountable reimbursement policy that aligns with IRC section 62?

If you've never had a board meeting about these topics, or if you haven't stayed up to date on these topics, don't panic! Let’s look at a few steps you can take moving forward.

Hold a special board meeting

If your church has neglected board meetings and taking board meeting minutes, you can hold a special board meeting to approve prior acts. Holding such a meeting will help your church or ministry remain in legal compliance. 

In an ideal world, a nonprofit would have thorough, well-organized records of all meetings and all decisions made from the very start of legal operations. But this isn't always the case for organizations.  

This special board meeting will apply the concept of the ratification of prior acts. This is when the board meets for the sole purpose of retroactively approving decisions made in the previous year.

You can't take board meeting minutes for a board meeting that happened in the past. But you can approve the decisions that were made in the past.

How to ratify prior acts in a board meeting 

1. Do your research

When holding a board meeting to approve prior acts, it is pertinent to research as much information about all previous actions as possible. The more information you can gather, like dates and names of board members who were present at the time, the better. 

Answering the following questions will help you prepare for this specific board meeting:

• When did you meet?
• Where did you meet?
• Who was present?
• What was discussed?
• What was voted on?
• What was decided?

In addition, you should review calendars, previous emails, and notifications to the pastor and the board. This will help you piece together acts from previous board meetings that weren't recorded in board meeting minutes. Take note that if precise dates and times are unknown, you may use a best faith estimate for such instances.

 2. Review last discussions and decisions

During this board meeting, your board should discuss when past decisions were made. Do more than just research. Make sure you re-discuss the topics. The point is to give time needed for all board members present to recollect their decisions—both the way they voted and why they voted the way they did. 

 3. Take a vote

It may seem like a given, but make sure that during this meeting you take a vote to approve those acts retroactively. Remember, you are giving legal precedence to the decisions you made at a board meeting. There is no better way to do this than through a vote of the board of directors. Use the standard voting procedure of your church. Take note of who was present, what was voted on, and how each person voted. 

Schedule your special board meeting now

Leading a church or ministry into legal compliance is not an easy task. One of the most critical steps is holding and documenting proper board meetings. If you have lost track of or have been negligent in keeping proper documentation in the form of board meeting minutes, don’t delay! Use the concept of ratification of prior acts to help get your church or ministry back on track. 

If this information seems overwhelming, or you’re not sure how or where to begin, give us a call at, 877-494-4655. Our team of experts would love to help you sort through the appropriate steps to take to start 2019 on the right foot! 

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