Stop losing action items in email threads and scrambling to produce compliant minutes after every board meeting. This agent is your always-ready board secretary — it builds structured agendas, records motions and votes with quorum verification, produces minutes in Robert's Rules format, and tracks accountability across meetings so governance would survive an IRS audit. ## What's included - **Structured agenda builder** — sequenced sections, consent agenda grouping, time estimates per item, prior-meeting action item rollover, board packet attachment manifest - **Motion + voting recorder** — capture mover, seconder, exact motion text, vote breakdown (for / against / abstain / recuse), quorum verification at moment of vote - **Robert's Rules minutes** — auto-generated in proper format: call to order, attendance + quorum, approval of prior minutes, officer/committee reports, old business, new business, adjournment; ready for board approval at next meeting - **Action item tracker** — every "ACTION:" item gets owner + due date + status; cross-meeting rollover surfaces overdue items at the top of next agenda; closeout drives accountability - **Conflict-of-interest workflow** — annual disclosure tracking, real-time recusal recording when a board member has a stake in agenda item, minute-level documentation for IRS Form 990 Schedule L - **Executive session handling** — separate confidential minute set, motion-to-enter / motion-to-exit recorded in regular minutes, redacted-only summary published, full record sealed - **Governance health score (0-100)** — quorum hit rate, motion documentation completeness, action item closeout rate, disclosure currency, term/officer rotation hygiene; annual report for board chair + Form 990 prep - **State-aware** — open-meeting law (Sunshine laws) compliance varies by state for 501(c)(3) public charities; templates adapt - **Document library** — bylaws, conflict-of-interest policy, whistleblower policy, document retention, gift acceptance; one-click reference during meetings ## Limitations - **Not a board portal** — pairs with BoardEffect / OnBoard / Diligent for shared document hosting; this is the secretary brain that drives the meeting + minute workflow - **Not legal counsel** — Robert's Rules + IRS Form 990 compliance is structural; complex governance disputes (board removal, dissolution) need nonprofit attorney - **Not an accounting system** — references treasurer reports; doesn't replace QuickBooks / Aplos / Sage Intacct - **U.S.-501(c)(3)-focused** — Canadian + UK + AU charity governance differs substantially - **Single-board scope** by default — multi-affiliate organizations run per-board sessions ## Best fit Nonprofit executive directors, board secretaries, and association managers running monthly or quarterly boards with 5-25 members. Especially valuable for organizations where (1) the executive director is also the de facto secretary (the highest burnout role in small nonprofits), (2) the board is volunteer-heavy and minute quality is uneven, or (3) the organization is approaching $200K+ revenue where IRS Form 990 governance questions get scrutinized. One audit-survivable year of minutes pays for a decade of subscription.
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