For incorporated foundations, different states have different legal requirements for:
- Notice—States regulate how much notice needs to be given of meetings, and in what format. Typically this information is included in the bylaws. Be sure your foundation gives sufficient notice to ensure that decisions made by the board at that meeting cannot be challenged.
- Quorum—A quorum, or the percentage of the board that must be present to hold a meeting, is typically established in the bylaws and also may be set by state law. Some decisions, such as amending the bylaws, may require a different number of board members to be present.
- Voting—Can board members participate in a meeting and be counted toward a quorum if they call in? Does it make a difference if they are on video? Can they vote by e-mail or record their vote in advance of a meeting? State codes govern the minimum requirements, and foundations should reiterate their requirements—which can be more stringent than state codes—in their bylaws.
- Frequency of meetings—Many states require just one meeting per year, whereas some require more. Be sure to meet at least the minimum number of times, and add additional meetings, as needed for your foundation.
Requirements for meeting minutes are more standard across the nation. Documenting minutes at each meeting is required for incorporated foundations (and sometimes for foundations created as a trust; refer to your trust document). These minutes are a permanent record of the board’s decisions. The board secretary or someone designated by the secretary records the minutes, which include basic information, such as the date of the meeting and attendees. Legally, you must record the board’s decisions; how much additional information to include in the minutes, though, is more of an art than a science. As a rule of thumb, think about a future reader of the minutes and record as much information as necessary to provide context and clarity. Avoid lengthy details that may discourage board members from speaking freely.