Sample Board Meeting Minutes
I go to a lot of board meetings. As a result, I’ve reviewed a lot of board meeting minutes. In general, the philosophy among most VC-backed companies – promulgated by the law firms for these companies – is to keep the board minutes “light.” They should cover the substance of the meeting and have any specific votes, option grants, or board level issues documented, but they should not contain extensive details about the presentations giving in the board meeting.
I regularly get asked for “sample board meeting minutes”, especially among newly funded companies that are just starting to have board meetings and might not have their outside counsel present at the meeting (although most outside counsel’s that are credible and used to working with early stage companies will attend board meetings at no charge – just ask as part of your initial interview process with the firm – it’s very useful to them to be there so they can stay up to speed on what is happening at the company.) Following is a template for a sample set of board meeting minutes.
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[INSERT NAME OF COMPANY]
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS
[Insert Date of Board Meeting]
A meeting of the Board of Directors (the “Board”) of [Insert name of company], a [Insert state of incorporation] corporation (the “Company”), was held on [Insert date of board meeting] ([Insert time zone—i.e. Mountain Daylight Time]) at the offices of the Company.
Directors Present:
[Insert names of directors present]
Also Present Were:
[Insert names of other people (mgmt., etc.) present]
Directors Absent:
[Insert names of directors absent]
Counsel Present:
[Insert names of legal counsel present]
NOTE: It’s generally good to note next to the above listing if the attendee(s) participated via telephone (otherwise it’s assumed they participated in person at the above referenced location]
Call to Order
[Insert name of CEO or board chair] called the meeting to order at [Insert start time of meeting] ([Insert time zone—i.e. Mountain Daylight Time]) and [Insert name of secretary] recorded the minutes. A quorum of directors was present, and the meeting, having been duly convened, was ready to proceed with business.
CEO Report
[Insert name of CEO] reviewed the agenda and welcomed everyone to the meeting. Next, [Insert name of CEO] discussed the current status of the company and its progress. A number of questions were asked and extensive discussion ensued.
Sales & Business Development Update
[Insert name] next provided an update on the overall sales progress and sales pipeline of the Company. He also presented the status of business development discussions.
* [Insert name] joined the meeting*
Financial Review
[Insert name] provided a comprehensive update on the Company’s financial plan and forecast. [Insert name] also reviewed the Company’s principal financial operating metrics. Discussion ensued.
Financial Planning
The Board next discussed the timing and creation of the 2007 Operating Plan.
Approval of Option Grants
[Insert name] presented to the Board a list of proposed options to be granted to Company employees [and advisors], for approval, whereupon motion duly made, seconded and unanimously adopted, the option grants were approved as presented in Exhibit A.
Approval of Minutes
[Insert name] presented to the Board the minutes of the [insert date of previous board meeting] meeting of the Board for approval, whereupon motion duly made, seconded and unanimously adopted, the minutes were approved as presented.
*Management was excused from the meeting *
Closed Session
The Board next discussed a number of strategic topics. Questions were asked and answered.
Adjournment
There being no further business to come before the meeting, the meeting was adjourned at [Insert time of adjournment] ([Insert time zone—i.e. Mountain Daylight Time]).
Respectfully submitted,
____________________________
[Insert name of secretary], Recording Secretary
NOTE: Create (and delete) additional headings and sections above as necessary to capture the major agenda items of the board meeting.
NOTE: If attendees join after the meeting start time or leave before the meeting adjournment, it’s preferable to note when they join and leave the meeting as indicated above by the asterisked notations.
Thanks! This is extremely helpful.
Just what I was looking for! Thanks!
It was helpfull,
Thanks
helpful reference, so to say. thanxxxx
thanks,it was helpful.
i want to make some suggestion ,if you can provide with an example ,that would be more helpful,like any R&D company example with the text not just side heading ,detail text would be help full.
Thanks
thanx for your help, you really assisted me through my assignment.
Thanks! This is exactly what I was looking for. Your blog rules.
if a motion was posted for review by everyone read at the meeting and then voted on by the board. Shouldn't those be part of the mintues and how the voting was case?
Yes
thanks very much for ur assistance an i hope it will further assist me in my minutes taking very effectively an efficiently. peace out
This is awesome! I have one question, is it a requirment Ratify Officer Acts?
I’m not sure what you are asking.
Extremely helpful.
Mr. Feld, we are a small business and II prepare the minutes of the board meeting for the main reason that we have to comply with SEC requirements. Of course it serves as reference to other succeeding meetingsl but as each attendee takes notes during the meetings, I am not required to send them copies of the minutes anymore.
is there any possibility the meeting can start without the CEO yet? Say, if the CEO assigned a director to start the meeting in the CEO's absence, will the meeting be considered official? Will the SEC consider it as official?
I’m not sure of the answer with regard to the SEC, but typically a board meeting can begin when there is a quorum unless the bylaws say otherwise.
thank you, it is helpful
This was very helpful. Thanks a lot
thanks… it was the perfect reference…i made my report well.. tanxx
thank it is helpful tools
Thought this would help people finding an easier way to capture and generate meeting minutes. Its a free service: http://www.minutesofmeeting.net
thanks…it helps me enlighten
Ya it's good. But if possible please make a sample copy for (Multi Level Marketing) MLM company. It will help me a lot.
this was really awesome.
but if u give an example that would be more helpful
Perfect work!
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i want to make some suggestion ,if you can provide with an example ,that would be more helpful,like any R&D company example with the text not just side heading ,detail text would be help full.
am not required to send them copies of the minutes anymore.
is there any possibility the meeting can start without the CEO yet? Say, if the CEO assigned a director to start the meeting in the CEO's absence, will the meeting be considered official? Will the SEC consider it as official?
you comment is very good.
I’m not sure of the answer with regard to the SEC, but typically a board meeting can begin when there is a quorum unless the bylaws say otherwise!
Thank you, this was exactly what I was looking for.
thanks… it was the perfect reference…i made my report well.. tanxx
what is name of a meeting with the CEO present ?that is only the managing director,manager nd all the staffs
I’m not sure there is a “specific name” for this meeting.
this helps me alot, thank you very much.
thank you very much……it helps me a lot in my job ….
Adoption of minutes from previous meeting should be right after Call To Order & Determination of Quorum.
Interesting article as for me. I’d like to read something more concerning that matter.
This really help getting my notes into a meeting minutes format. Thank you for making it so simple.
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This was allot easier than most of the one's I have looked into!
Keep up the good help!
Quite informative, would have been even better with the help of some live examples of minutes taken…Anyways, good job & many thanks for the same..
wow……… really helpfull
Greatings, I have already seen it somethere…
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Informative, it would have been more better and helpful with the help of live examples of minutes taken…
But realy an excellent post!
Further i would like to recv some more help to improve my skills as i am working as an executive secretary in a group of company and plz if any1 can help me out thn may contact me samroze@ymail.com
thanks this exactly what am looking for