Board minutes serve as the legal record for board of directors meetings. Taking good meeting minutes is very important to show shareholders how the board decides key issues. Meeting minutes often include the following items:
- Date of the meeting
- Time the meeting was called
- Attendance of board members
- Any corrections and amendments to prior board meeting minutes
- Call to order and whether quorum is present
- CEO report
- Sales and business development updates
- Financial review
- Financial planning
- Approval of outstanding items (like option grants)
- Approval of minutes
- Closed session and adjournment
The company’s recording Secretary will write the minutes. The Secretary should record discussions as objectively and accurately as possible, avoiding any negative remarks or personal observations. Because directors have legal fiduciary duties to the company’s shareholders, the information and language should be basic and simple while also representing the Board’s intent in its decision-making process. This is to avoid legal complications down the road. Board members should only be referred to by name for any ‘motions’ and ‘seconds’.
Once the meeting minutes are formalized (see template below for guidance), the Secretary is responsible for signing, filing, and distributing the minutes. Typically, the Secretary and Chairperson will both sign the minutes. This protocol is up to the company to decide.
Common mistakes include:
- Failure to document a quorum
- Ambiguous description of board actions
- Including information that could harm the board in a legal sense
- Lengthy delays in providing minutes after a meeting
- Delays in approving minutes from past meetings-missing mistakes
- Failing to file and manage documents
- Failing to get documents signed so they serve as an official and legal record
List provided by BoardEffect
Need a template? Feel free to the template below as a starting point! Of course, you will want to customize the minutes to best fit your company’s needs.
