Board of Director Meeting Minutes
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Board of Directors Meeting Minutes Template is a ready-to-use, legal form for recording board decisions, votes, and actions to meet U.S. corporate governance and compliance needs.
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What are board of directors meeting minutes?
Board of Directors Meeting Minutes are the official company’s internal document that records what occurred during a meeting of directors. The board of directors is a company’s internal governing boding that deal with a daily management and operation of a company. This template serves a dual purpose:
- First, it formalizes internal discussion of directors into a structured legal document;
- Second, it ensures compliance with a company’s internal governing documents, like articles of organization or incorporation.
Having minutes of the board of directors meeting is crucial for efficient corporate governance. On top of that, this document helps:
- to reduce the risk of missing important information discussed during the meeting;
- to maintain a complete corporate record;
- to track efficiency of decisions adopted during the meeting, etc.
Who uses these board of directors meeting minutes?
This board of directors meeting minutes could be used by various types of companies, including:
- C-Corps, S-Corps, public companies, and
- Limited liability companies (LLC).
Besides that, this template could be helpful for corporate secretaries as well who need a solid legal document template for regular meetings. If you are looking for minutes of the meeting in a nonprofit organization, in that case, Non-Profit Meeting Minutes should be used instead.
What to include in board meeting minutes?
There is no mandatory format for minutes of the board of directors meeting that companies should follow. At the same time, there are a number of essential elements all minutes should include in order to be a complete legal document. Below we made the list of key components a solid sample board of directors meeting minutes should have:
Minutes Details
All minutes of the board of directors shall include:
- Date and location of the meeting. The state laws do not limit companies in their right to hold online meetings as well. Thus, if a company’s internal documents, like articles of organization or articles of incorporation, provide so, the board of directors meeting could be held online.
- Time of the meeting. Every meeting minutes template must include the start time and end time of the meeting.
Attendance List
Another important element for every board of directors minutes of meeting template is the list of individuals who attend the meeting. That list usually includes full names and contact details of:
- all directors who are present;
- key employees without a right to vote who are invited to participate in the meeting’s discussion;
- all directors who participate via proxy (e.g., via their attorney).
Agenda
The board of directors meeting minutes should reflect the list of questions to be discussed during the meeting. It is important to remember that a board of directors has a limited competence and cannot adopt decisions on all topics related to a company’s activity. Therefore, before describing a meeting’s agenda, it is better to consult a company’s internal documents to find out more about the board of directors’ competence.
Usually the board of directors has the right to discuss and adopt decisions related to the following topics:
- selection of a candidature, appointment and removal of key employees in a company;
- approval or rejection of major transactions related to the sale or purchase of certain company assets; and
- adoption of other major decisions as per the company’s internal documents.
Approvals and Resolutions
This is the most important section for every board of directors meeting minutes. It reflects the list of decisions that are approved and adopted. Please note that the list of adopted decisions should reflect the initial list of questions included in the agenda.
How to customize the board of director meeting minutes at FasterDraft?
To get a fully customized legal document template, follow the instructions given below:
- Click the “Create Document” button.
- Answer simple questions in the form.
- Select a template’s format—board of directors meeting minutes template PDF or Word.
- Make a payment.
- E-sign, download, print, and keep the signed copy of the minutes for internal record.
Table of content
Frequently Asked Questions (FAQ)
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1. Are meeting minutes legally required for corporations?
Yes, most corporations in the U.S. held regular board of directors meetings to deal with a company’s daily operations and management. Thus, having a property record of such a meeting in the form of board of directors meeting minutes is mandatory.
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2. What should board meeting minutes include?
A satisfactory board of directors meeting minutes example must include:</p>
- date, place, and time when the meeting takes place;
- list of directors that are present at the meeting;
- list of directors that are present at the meeting via proxy (i.e., a legal representative);
- list of other third parties (if required) that are present during the meeting without voting rights;
- agenda (adopted resolution);
- signature of the meeting’s chair.
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3. Who is responsible for preparing board minutes?
Neither federal nor state laws define the exact person within a company who should be responsible for preparing board of directors meeting minutes.
Usually either of the following persons listed below could be designated as an authorized person to sign minutes:
- chair of the meeting;
- company’s director or CEO;
- company’s secretary.
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4. Do board minutes need to be signed by the chair?
Yes, after the meeting takes place, the meeting’s chair or other authorized person by virtue of bylaws, articles of organization, or articles of incorporation must sign the minutes. Without a chair’s signature, minutes cannot become a legally valid document.
In rare cases, the provisions of a company’s founding documents may require additional steps, for instance:
- approval of the minutes by a company’s shareholders;
- additional signature of a company’s director (CEO) or chief accountant, etc.
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5. Can board minutes be edited after approval?
The board of director meeting minutes cannot be edited once they are signed. If either of the directors wishes to edit the minutes, another board of directors meeting should be called upon.
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6. Are digital or electronic minutes legally valid?
Both digital and electronic minutes of the board of directors are legally valid and acceptable in the US.
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7. What are the legal risks of incomplete minutes?
Drafting board for director meeting minutes requires a lot of attention to the details. The cost of a mistake in the text of a document could be very high. Here is the list of most typical mistakes founders and shareholders usually tend to make:
- quorum of the meeting (e.g., the number of people that is present at the meeting is lower than the minimum required quorum);
- name of a person who signs the minutes (e.g., a person signing the meeting of the minutes should be the same as the person indicated in a company’s bylaws or articles of organization);
- announcement of the meeting (e.g., not all of the company’s members or shareholders are properly notified about the upcoming meeting).
These and other similar grounds allow either of a company’s members to challenge minutes in a court.
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8. Can board minutes be used in court?
Yes, once the minutes of the board of directors meeting are properly signed by a company’s secretary or other designated person, the document becomes an official binding. It means that it could be used in the court as evidence.
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