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Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

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Sample Board Meeting Minutes

Comments (66)

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.

———————————————————————————————-

[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.

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    helpful reference, so to say. thanxxxx

  • shilpa

    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.
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  • Thomas

    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?

    • http://intensedebate.com/people/bfeld Brad Feld

      Yes

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    thanks very much for ur assistance an i hope it will further assist me in my minutes taking very effectively an efficiently. peace out

  • Andrea

    This is awesome! I have one question, is it a requirment Ratify Officer Acts?

    • http://intensedebate.com/people/bfeld Brad Feld

      I’m not sure what you are asking.

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  • Djiona Stone

    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?

    • http://intensedebate.com/people/bfeld Brad Feld

      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.

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    Thought this would help people finding an easier way to capture and generate meeting minutes. Its a free service: http://www.minutesofmeeting.net

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  • priscilla

    what is name of a meeting with the CEO present ?that is only the managing director,manager nd all the staffs

    • http://intensedebate.com/people/bfeld Brad Feld

      I’m not sure there is a “specific name” for this meeting.

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  • Martha White

    Adoption of minutes from previous meeting should be right after Call To Order & Determination of Quorum.

  • Martha White

    Adoption of minutes from previous meeting should be right after Call To Order & Determination of Quorum.

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    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..

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  • SUPRIYA

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  • barbara

    This information is most helpful! Can you help with this question? Our Board Chair conducted a vote from Board members via email regarding approval of a Board policy. He sent the responses to me (recording secretary) so a record could be kept of the action. How can I record this since it wasn't an actual meeting? Thank you for your help!
    Barbara

  • barbara

    This information is most helpful! Can you help with this question? Our Board Chair conducted a vote from Board members via email regarding approval of a Board policy. He sent the responses to me (recording secretary) so a record could be kept of the action. How can I record this since it wasn't an actual meeting? Thank you for your help!
    Barbara

    • http://www.feld.com Brad Feld

      I’m not sure – I’d encourage you to check with a lawyer if you are concerned about formal format on this.

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  • Emad

    Can I legalise the Board meeting minutes from the commonwealth office if order opening branch overseas !?

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    • http://intensedebate.com/people/bfeld Brad Feld

      I’m not really sure what you are asking – you’ll have to check with a local lawyer.

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  • Stephen Thompson

    You cowards didn't post an example of a motion! How would you report the disposition of a motion?

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