Who is required to sign minutes of a meeting of the board of directors of non-profit organization?

UPDATED: Jul 29, 2011

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Who is required to sign minutes of a meeting of the board of directors of non-profit organization?

I am trying to get a non-profit organization organized. They have a board of directors that meets quarterly. The board secretary has never signed any minutes. To date, they’ve been prepared by an administrator and then presented an approved at the subsequent board meetings. My experience in corporate law is that the secretary takes, prepares and presents the minutes for approval, then signs them him/herself. Apparently our secretary is not very active. Is it OK for the chairman of the board to sign the minutes? Is a vote/approval at a meeting sufficient approval in lieu of a signature? And do by-laws have to be signed or just voted and approved verbally?

Asked on July 29, 2011 Tennessee


FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 11 years ago | Contributor

Typically, the secretary who attended the quarterly meeting for the non-profit organization and prepared the minutes in a typed form for the entity's books would sign, date and seal the minutes memorializing the proceeding.

If the chairman or another board of director of the non-profit organization attended the meeting for which the minutes were prepared, it would be okay for him or her to sign and date the minutes if the secretary fails to do so. The minutes after signature and dating should also be sealed with the entity's corporate seal and placed in its books.

The minutes should reflect that there was a motion that a certain person who attended the meeting who was not the secretary was authorized to sign the minutes. The bylaws of the entity need to be signed by all people who were the entity's organizers after the non-profit was incorporated and the minutes need to reflect that the signed bylaws were approved on a specifc date by those in attendance.

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