How do I take minutes of a board meeting?
Takeaway: Board minutes are a critical legal record, not a transcript; they should be a high-level summary that documents the board's informed decision-making process and formally records all actions taken, providing the essential evidence needed to protect the company under the business judgment rule.
Taking minutes of a board meeting is a task that often feels like an administrative chore, but it is one of the most important governance functions in a corporation. Your board minutes are not just internal notes; they are the official, legal record of the actions and decisions of your company's governing body. In the event of a future lawsuit, these minutes will be Exhibit A, providing the primary evidence of whether the board fulfilled its fiduciary duties.
The goal of taking minutes is not to create a word-for-word transcript of the entire meeting. A transcript can be dangerous, as it captures all the informal, back-and-forth debate and can be taken out of context. Instead, the goal is to create a clear, concise, and professional summary that captures the essence of the meeting.
What Your Minutes Must Include
Every set of board minutes should follow a standard format and include several key pieces of information:
The Basics: The date, time, and location of the meeting.
Attendance: A list of all directors who were present, establishing that a "quorum" (the minimum number of directors required to conduct business) was met. You should also list any non-director guests who were present, such as company officers or outside legal counsel.
Approval of Prior Minutes: The first order of business is typically to approve the minutes from the previous board meeting.
A High-Level Summary of Discussions: For each major agenda item, the minutes should briefly describe the topic that was discussed. You should note that the board reviewed relevant materials (e.g., "The board reviewed the proposed budget and financial projections presented by the CEO"), that a discussion was held, and that the board asked questions of management. This demonstrates that the board was engaged and informed.
The Formal Resolutions: This is the most critical part. The minutes must contain the exact, full text of every formal resolution that was voted on and approved by the board. This includes resolutions to approve a financing, grant stock options, or hire a new executive. The minutes should also record the outcome of the vote.
What Your Minutes Should Not Include
The art of taking good minutes is knowing what to leave out. Your minutes should not include:
A transcript of the debate: Do not record the specific back-and-forth arguments or disagreements between board members. Simply state that a "discussion ensued."
Attribution of specific questions or comments: Do not attribute specific questions or opinions to individual directors unless it is directly relevant to a conflict of interest disclosure.
Speculative or subjective language.
The minutes should be drafted by a designated secretary (often the company's outside counsel), circulated to the entire board for review and comment, and then formally approved at the next board meeting. By maintaining a clean, professional, and consistent record of your board's deliberations, you are creating the essential legal armor that protects your directors and your company.
Disclaimer: This post is for general informational purposes only and does not constitute legal, tax, or financial advice. Reading or relying on this content does not create an attorney–client relationship. Every startup’s situation is unique, and you should consult qualified legal or tax professionals before making decisions that may affect your business.