Board Meeting Minutes And Director Notes

Both the minutes of the board of directors meetings and the notes that directors take for meetings are important and useful tools. But each has their benefits and potential dangers.

Board Minute Guidelines

Minutes should show the date, place and time of the meeting and a record showing which directors attended the meeting.

The minutes should also reflect any other people in attendance at the meeting as well as those excused or absent. The times at which different individuals join or leave the meeting should be noted.

The minutes should identify in general teams each agenda item that was discussed in the meeting. The minutes should also reflect whether the directors asked questions and/or discussed matters, without going into detail.

All resolutions or other decisions of the board should be recorded. Any director recusing themselves or abstaining from a vote should be recorded as well.

The minutes should reflect the factors that the directors considered in order to comply with their duty of care, duty of loyalty, the business judgment rule or other fiduciary duties. The minutes should not attempt to be an exhaustive list of such factors, however.

Minutes are, by their nature, limited in scope. Merriam-Webster's definition is "a brief note (as of summary or recommendation)". The minutes should attempt to reflect the broad outlines or the gist of the board's conversations. For example, minutes might record that the board considered the dilutive impact of a stock offering as well as the proposed use of proceeds, but need not go into detail about either. The minutes also typically should not attribute particular points, comments or questions to particular directors since the minutes are intended to be a summary of the meeting as a whole.

The minutes should reflect the board's consideration of the advice of any advisors (attorney, accountant, etc.) and of any of the officers of the corporation.

Any privileged discussions or discussions in executive session should not be recorded except to note that they occurred.

The minutes should be the official record of the meeting.

Directors' Notes

There are varying opinions as to whether directors should take and/or retain individual notes of a board meeting. Ultimately, each director needs to decide for him or herself whether to retain notes after the minutes of the meeting have been approved. While they can be helpful, they are not the official record of the meeting and may be incomplete or in other ways not capture the full scope of the meeting.

Directors notes are, however, discoverable in the event of a lawsuit or investigation into the director, the board or the company.

It goes without saying that this piece is not legal advice, and for that you should consult an experienced attorney. For more information on the meeting minutes and director notes along with many other matters of interest see The Director's Handbook.


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