Board meeting minutes are an important part of the board of directors' activities. During a board meeting, board members will discuss agenda items and make decisions. Board minutes are legally required and report what happened at a board meeting including who attended the board meeting and who was absent, whether the attendees were in person or via a call as well as the topics which were discussed at the meeting. Board minutes are therefore an important document for businesses and can be referred to any point during a due diligence process. This article explains what board minutes are and provides a board minutes template so that your new business can run board meetings effectively.
What are board meetings?
Board meetings bring together the board of directors of a company to discuss topics related to the growth, maintenance and direction of the business. There are no rules on how frequently board members should meet but board meetings are usually held on a quarterly or bimonthly basis. Read our board meeting article for an example board meeting template.
What are board meeting minutes?
Board meeting minutes are an official and legal record of the main board discussions. A board secretary or member will be designated as the minute taker at the start of the board meeting. The board meeting minutes are then circulated with the other board members at the end of the board meeting so that they can provide input and confirm that the action items and approved decisions were recorded correctly. As a result, board meeting minutes need to be approved and signed before the next board meeting.
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How to take board meeting minutes?
Because board meeting minutes are an official record of the meeting agenda items and what was discussed amongst the directors during the meeting, it is important that board meeting minutes are written in a certain way. Board meeting minutes are usually taken in bullet point format for practical and legal purposes. Bullet points are easier to take during the meeting and are easier to review post board meeting. However, it is important that the board meeting minutes provide sufficient context to the purpose of the board meeting and main discussion points so that the bullet points are easy enough to understand for someone who did not attend.
Simple board minutes template
The following board minutes document includes the basic information that needs to be in a board meeting minutes. Get in touch if you would like a document version of the template. Replace company number and name with your business details and replace the variables in brackets to make the template work for your startup.
COMPANY NUMBER: XXXXX
COMPANY NAME (Company)
MINUTES of a meeting of the Board of Directors of the Company duly convened and held via [video/in person at address]
on: [Date and time]
In attendance: [Board director names, titles and affiliations]
Observing: [Board observer names, titles and affiliations]
Apologies: [None if everyone is present, names of the those who were absent if they could not attend]
1. Notice and Quorum
[Name of the board director] was appointed Chairman of the meeting. The Chairman reported that due notice of the meeting had been given and noted that a quorum was present and declared the meeting open.
2. Declaration of Interests
2.1 Each of the directors present declared the nature and extent of their interests in the proposed transaction and other arrangements to be considered at the meeting in accordance with the requirements of section 177 of the Companies Act 2006 (the Act) and the Company’s articles of association (the Articles).
3. Business of the Meeting
3.1 It was noted that the purpose of the meeting was to [Purpose of the board meeting]
4. DOCUMENTS
4.1 Copies of the following documents (the Documents) were produced to the meeting:
4.1.1 board minutes of the previous board meeting [date of the last board meeting]; and
4.1.2 [a presentation or any document for the purpose of the board meeting]
5. APPROVAL AND CIRCULATION OF THE DOCUMENTS
5.1 After careful consideration, IT WAS RESOLVED that the Documents:
5.1.1 would promote the success of the Company for the benefit of its members as a whole; and
5.1.2 be approved.
5.2 DISCUSSION
5.2.1 The Board discussed the [purpose of the board meeting] and agreed the following actions:
(a) [Action 1]
(b) [Action 2]
6. IT WAS FURTHER RESOLVED TO:
6.1 approve the minutes from the [date of the last board meeting] Board meeting.
7. CLOSE
7.1 There being no further business the Chairman declared the meeting closed.
7.2 The next Board meeting will be held on [Date and time of the next meeting].
[Signature block]
.............................................
Chairman
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