Keeping for Non-Profit Organizations
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In Camera Sessions (Executive or Closed
Every Organization Needs
a Good Secretary
members of voluntary, non-profit organizations must perform their legal duties
with care. An effective way to minimize risk to themselves and the organization
is to ensure permanent official records exist of the boards activities.
Good record keeping helps an organization function efficiently, effectively and
ensures accountability to its members and the public.
Record keeping obligations
- minutes of meetings of the members, directors
- proper financial and accounting records
documents such as incorporation certificates, letters patent or articles of incorporation
and official seals (where applicable)
- an official register of its
members and directors
must have rules outlining how all records will be retained and stored. These rules
are usually part of their constitution or bylaws.
- Clearly label all
official records. Keep current records at head office.
- Store historical
records offsite in a safe location. Since claims can occur at any time, make sure
they can be retrieved when needed.
- The Canada Revenue Agency requires
financial records be kept for at least 10 years.
Copy vs. Electronic Records
In the past organizations kept minutes and
records written in long hand in bound books. But technology has changed that.
Consider using two binders as one way to organize and store all hard copies and
One binder could hold all official documents such
- certificate of incorporation
- letters patent or articles
- constitution and/or bylaws
- other important
organizational documents such as insurance, leases, banking resolutions, corporate
In a second binder keep:
- the official listing
of the board of directors, their names, addresses, phone numbers and emails, and
details regarding each director including their date of election, term reappointments
- the minutes of all meetings, categorized according
to annual general meetings, board meetings and committee meetings with copies
of reports and additional information that was filed at the meeting
all pages in chronological order and number consecutively to ensure the records
are kept complete. Use additional binders as needed.
The information in the
binders is part of the organization's official legal records. They are the historical
record of the organization, and must be kept and not destroyed.
is to scan and save documents on CD or DVD. Be aware that electronic storage does
not guarantee long-term retention of your records due to technology changes and
degeneration of disks.
Registry of Members
organizations need to keep an official membership registry. A membership roster,
usually maintained by the Secretary, must:
- include names, addresses,
- be kept for a minimum of 10 years
Email addresses are
optional. Make sure there are policies in place to control the use, accessibility
and confidentiality of this information. This includes systems to ensure all computer
systems are protected from viruses, malicious infiltration and hardware failure.
Minutes are an important
part of an organizations records. They:
- document actions that
determine the fulfillment of legal duties
- are a record of the proceedings
of a meeting
- record how decisions are made, the resulting actions
and persons responsible
- clarify what actually happened at a meeting
- help orient new members to the organization (especially beneficial for
organizations or committees experiencing a high turnover)
- are useful
for evaluating the work of the organization
It is the Secretary, either appointed or elected by the Board of
Directors, who takes the minutes. The Board also determines the degree of openness
and transparency of organizational information that the organization will follow.
- Decide how the minutes will be recorded.
written minutes are still most common, electronic methods are growing in popularity.
If using computer technology, make sure policies exist to ensure no alteration
or manipulation of content, and that personal data contained in the minutes is
kept private. This is especially important with home-based computers.
meetings and transcribing the minutes afterwards is another option. While the
tape itself is not an official record, organizations still need a policy on how
long to keep the tapes, who has access to them and how to ensure no tampering.
a Meeting 'Minute Template'
A template will standardize minute content,
aid in retrieving information and help reduce error. A basic template is divided
into three sections.
- Logistics date, time, place, list of those
present and absent, name of the meeting chair and recorder of the minutes.
- Minutes where the actual minutes are noted.
completed as the minutes are written and includes a list of the actions
committed to during the meeting with columns for actions to be taken, persons
responsible, timelines and dated completed.
Examples of templates
are available on the Internet. If an item does not fit within the objectives then
the organization needs to rethink its involvement.
The Secretary needs to see and hear all members to keep an
- Records the attendance as people assemble.
agenda items. While writing the minutes, the Secretary can identify or index the
minutes with the items on the agenda. The agenda is then attached to the minutes
and filed as a complete package.
- Records as much detail in the minutes
as determined by the Board. What to include in the minutes is open to debate.
Some minutes are very detailed, almost verbatim accounts of the meeting; others
are a summary of the significant points of discussion; and others just highlight
the motions discussed. The Board decides how much detail is necessary to reflect
that they have exercised due diligence. Including discussion points or the pros
and cons of discussions is helpful for members who missed the meeting. It is also
background information for future members explaining the reasoning behind decisions.
Too much detail can be onerous to review. Any discussion recorded should be an
objective summary with no editorializing or personal opinions.
on policy, record the names of persons who moved and seconded motions. There are
arguments both for and against this.
- By recording names, the emphasis
changes from a collective to a personal focus. However, neither the mover nor
the seconder owns the motion; it belongs to the group. This means
the mover is not held to his position and can weigh the discussion points and
vote accordingly. Naming individuals politicizes the process: there are those
who want their name in print and others who do not want public recognition.
- The Freedom of Information and Protection of Privacy Act (FIPPA) stipulates
that minutes and other documents of non-profit organizations are public records;
encouraging organizations that the fewer names recorded the better.
the other hand, recording the names of the mover and seconder demonstrates that
members are exercising their due diligence as directors.
depending on policy, record votes and list who voted for, against and abstained.
For significant motions this may be useful to help limit a members liability.
A recorded vote can be requested at any time during a meeting,
organizations run informally but motions and decisions should be clearly articulated
and discussed openly. It can be recorded that the decision is by consensus.
- If a lengthy report is given, obtain the notes from the person giving
the report and summarize. Rather than recording excess information, refer in the
minutes to the committee/organization files where those minutes will be kept.
- Ensure a clear statement of motions. Clarify if needed. This is
especially important with lengthy, complicated ones. Some organizations use a
motion sheet that is completed by the person moving the motion and kept by the
Example of Motion Sheet
Seconded by: ____________________________
- Complete the Action section of the meeting template with the commitments made
by various people
- List any unfinished business to add to next meetings
- Record the time of adjournment.
- Write up the final version of the minutes while the meeting
is still fresh.
- Have the Chairperson review the draft minutes to
- Distribute the minutes no later than one week after
the meeting. This gives members a reminder of the actions they committed to do.
- Minutes are presented at the next meeting for
approval. This gives the members a chance to confirm decisions reached at the
- Only corrections to the minutes are made. There
is no debate on content. The motion to accept is then passed by majority vote.
- The minutes of the current meeting would read that the minutes of the
past meeting were approved, or approved as corrected.
- To correct
minutes further in the past, a motion is presented and passed and the correction
becomes part of the permanent record of the current meeting. This can be done
by motion and approval.
- Access to the past minutes encourages transparency
in the organization.
- It is not necessary to have the Secretary and
Chairperson sign their approval of the minutes. This is contingent on the policies
and culture of the organization.
In Camera Sessions
(Executive or Closed Door Sessions)
This type of meeting is confidential
and is restricted to the Board of Directors and others asked to attend. In camera
sessions are used to discuss human resource and payroll matters, and buying or
selling property. The use and frequency of in camera sessions depends on the size
of the organization, the level of and type of governance.
Minutes for these
meetings are usually brief and afterwards major decisions are entered into the
regular minutes of the meeting by a follow up motion. Any written minutes are
confidential. The main purpose of taking minutes is to ensure all board members,
including those not in attendance, are informed about the decision.
meetings must focus on issues that require privacy. All other discussions should
take place in meetings that are open and transparent.
Organization Needs a Good Secretary
The position of Secretary is key to
an organization's success. The position requires a commitment of time, organizational
abilities and enthusiasm. The Secretary has the primary responsibility of maintaining
the records to provide an accurate history of the organization, its activities
and the members involved.
A secretary needs good writing, note taking, summarizing
and public-speaking skills, as well as some knowledge of parliamentary procedure.
It is helpful if the person is familiar with the organization and topics under
discussion. The Secretary is responsible for ensuring the following record keeping
tasks are completed:
- keeping an accurate set of minutes of each meeting
in the records of the organization
- keeping an up-to-date membership
- keeping a list of all committees and members
the organizations correspondence, distributing minutes to members and notifying
them of upcoming meetings
- helping the Chairperson with preparing
the agenda and meeting arrangements
- providing advice on meeting procedure,
reference materials and information retrieved from the records
necessary files for the organizations archives
- working closely
with the treasurer to ensure safekeeping of financial records
the decisions of the Board specific to confidentiality, access and file retention
related information in the following OMAFRA factsheets:
- Creating Effective
Agendas, Order No. 05-037
- Successful Meetings, Order No. 05-035