Who approves board meeting minutes?

The board approves its own minutes. The secretary circulates a draft after the meeting. At the next meeting the board corrects anything that is wrong and approves the rest. Until then the minutes are a draft. Once approved, they are the organization's official record of what the board decided.

This is general information, not legal advice.

Why the board approves the minutes

The secretary writes the minutes. They record what the board did, so the board is the one to confirm the record is right. A committee approves its own minutes in the same way, and members approve the minutes of a members' meeting.

Robert's Rules describes minutes as a record of what was done at the meeting and not of what was said (Robert's Rules FAQ, question 15). That keeps approval simple, because directors are checking a list of actions against what they remember. Our guide on what to leave out of board minutes covers what the draft should contain.

What state law and the IRS ask for

California and New York require minutes to be kept but don't say how they are approved. That is up to your bylaws and the rules of order your board uses.

• California requires a nonprofit public benefit corporation to keep "minutes of the proceedings of its members, board and committees of the board," in writing or in a form that can be converted into clearly legible paper (Corp. Code §6320). When the board acts without a meeting, the written consents "shall be filed with the minutes of the proceedings of the board" (Corp. Code §5211(b)).
• New York requires a corporation to keep, at its office, "correct and complete books and records of account and minutes of the proceedings of its members, board and executive committee" (N-PCL §621(a)). Consents to action without a meeting are filed with the minutes too (N-PCL §708(b)).
• Form 990 asks whether the organization "contemporaneously documented by any means permitted by state law every meeting held and written action taken" by its board and by committees that can act for the board. The instructions say "contemporaneous means by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting), or (2) 60 days after the date of the meeting or written action" (Instructions for Form 990, Part VI, line 8). An organization that answers "No" explains its practice on Schedule O.

So a board that meets twice a year still meets the Form 990 test by approving its minutes at the next meeting. The IRS encourages contemporaneous minutes but has said the tax code doesn't require them.

What your bylaws decide

Check yours for:

1. Who prepares the minutes. Often it is the secretary. Sometimes a staff member drafts and the secretary reviews.
2. When they are approved. If the bylaws are silent, the convention is the next regular meeting. A board that meets rarely can approve sooner by written consent, where state law and the bylaws allow action without a meeting, so directors review the draft while they still remember the meeting.
3. Who signs. Often the secretary signs the approved minutes, and some bylaws have the chair sign too.
4. Where they are kept. California and New York let you keep minutes electronically as long as they can be turned into a written copy, and New York wants them kept at the corporation's office.

How approval works

1. Draft while the meeting is fresh, and well before the next one. Cover who attended and whether there was a quorum, each motion and its vote, and the action items with their owners. Leave out the discussion.
2. Circulate the draft in the next board packet, so directors read it before the meeting.
3. Call for corrections. At the meeting the chair asks whether anyone has corrections. A correction changes the record of what happened. The decision itself stays as it was. If directors disagree about a correction, the board votes on it.
4. Approve. Under Robert's Rules the chair can declare the minutes approved if nobody objects, with no motion. Some boards take a motion and a second anyway, and some bylaws require one.
5. Sign and file. The secretary marks the minutes approved, with the date, and files them with the organization's permanent records, along with any written consents since the last meeting.

Approving the minutes is a routine item, so it can go on a consent agenda. A director who has a correction pulls it off for discussion.

Common situations

A director says the minutes are wrong

They propose a correction before the minutes are approved. If the board agrees, the draft is corrected. The minutes of the current meeting say only that the earlier minutes were approved as corrected (Robert's Rules FAQ, question 16).

Directors who missed the meeting

They can still take part in approving its minutes. Unless your bylaws say otherwise, there is no reason to leave them out.

The last meeting before the board turns over

The board continues from year to year even when its members change, so the new board can approve the last meeting's minutes at its first meeting. If you'd rather not wait, the outgoing board can authorize the chair and secretary, or a small committee, to approve them.

Fixing minutes after approval

Under Robert's Rules, approved minutes are corrected by a motion to amend something previously adopted. The original isn't rewritten. The correction is recorded in the minutes of the meeting that made it, and the secretary may add a note in the margin of the original pointing to it.

Executive session

Under Robert's Rules, minutes of an executive session are kept separately and approved in executive session, not in the open meeting. They record what was decided and leave out the discussion.

How Karma Compass handles this

On the Pro plan, Karma Compass drafts the minutes from the secretary's notes or a transcript. The draft lists who attended and whether there was a quorum, each motion and how the vote went, and the action items with their owners.

On the Free plan, Compass drafts minutes from the meeting record when a meeting is marked held: attendance, quorum and the agenda.

Either way the secretary edits the draft, and directors can read it as a PDF marked as a draft. Once the board has approved the minutes, the secretary adopts them in Compass, which creates the official PDF.

See how minutes work in Karma Compass, or start from our board meeting minutes template.

Sources

• California Corporations Code §6320: minutes of the proceedings of members, board and committees, and the form they are kept in. Read 12 November 2026.
• California Corporations Code §5211(b): written consents filed with the minutes. Read 12 November 2026.
• New York Not-for-Profit Corporation Law §621: minutes kept at the corporation's office. Read 12 November 2026.
• New York Not-for-Profit Corporation Law §708(b): consents to action without a meeting filed with the minutes. Read 12 November 2026.
• Instructions for Form 990: the IRS on Part VI, line 8, and the definition of contemporaneous.
• Governance and Related Topics: 501(c)(3) Organizations: the IRS on encouraging contemporaneous minutes without requiring them.
• Frequently asked questions about Robert's Rules: the official Robert's Rules site, questions 15 and 16, on what minutes record and how they are corrected.