Most Board Members Never Read This Part of Form 990

I recently joined the board of a nonprofit working through some real governance challenges. At a recent meeting, someone mentioned the Form 990 was ready to file. The conversation lasted less than a minute. Only one board member, the attorney, asked to see it before it went out. Everyone else nodded and moved on.

That didn’t surprise me, but it stuck with me. I've spent more than 30 years working with nonprofit boards and have watched hundreds of organizations prepare their 990s, but I'd never noticed how many board members have never actually read the governance section themselves. That meeting sent me back to look at it with fresh eyes, and one question immediately stood out.

What Does Form 990 Actually Ask About Board Minutes?

Part VI, Section A asks whether the organization "contemporaneously documented" the meetings and actions of the governing body and any committee with authority to act on its behalf.

It's one of the very few places the IRS specifically asks about board and committee minutes. Most organizations answer "yes" and move on, but it's worth understanding what's actually being asked.

What Does "Contemporaneously" Mean?

It means documented while the discussion is still fresh, not reconstructed months later from memory. The IRS doesn't specify an exact deadline.

There's no rule requiring minutes within seven days or approval by the next meeting. For most organizations, this just means preparing draft minutes promptly and following your normal approval process, not letting months pass before anything gets written down.

What Counts as Documentation?

Draft or approved minutes, committee minutes, written consents in lieu of meetings, or any official record of board or committee action, not a verbatim transcript.

The purpose is an accurate record of what the governing body actually did, not a recording of every word said.

Why Committee Minutes Matter Just as Much

The IRS doesn't only ask about the full board. It specifically asks whether each committee with delegated authority documented its own meetings.

Many nonprofits have a solid process for board minutes and a far less formal approach to committees, Executive, Finance, Audit, Governance, Compensation. If any of these committees can make decisions on the board's behalf, documenting their work matters just as much as documenting the full board.

Why Does the IRS Even Ask About This?

Because even though these governance practices aren't legal requirements for maintaining tax-exempt status, the questions function as an annual honesty check.

They're a built-in opportunity to ask:

• Do we actually have the policies we think we have?
• Are we documenting decisions consistently, not just claiming we do?
• Do our committees operate with the same discipline as the board, or is that a "yes" nobody's actually verified?
• If someone pulled our records tomorrow, would they match what we told the IRS?

Those are worth asking whether or not anyone ever checks your answer.

Before You File Your Next 990

Don't treat the governance section as boilerplate the accountant fills in and the board rubber-stamps. Take a few minutes to actually read the questions. They're not just about compliance, they're asking your board to reflect on how it governs.

That meeting was a reminder that even experienced board members, myself included, tend to treat Form 990 as something that happens to us rather than something worth engaging with. It might be worth changing that.