Board meeting minutes are more than a formality. They are the official legal record of what happened in a board meeting — what was discussed, what decisions were made, what actions were taken, and how directors fulfilled their fiduciary duties.
Good minutes don’t capture every conversational detail. Instead, they provide a concise, factual summary that shows the board acted responsibly, reviewed key information, and made decisions with appropriate care.
Here’s a modern explanation of what minutes should include, how they should be structured, and a template startups can use.
1. What Board Minutes Should Capture
Minutes should document:
Basic meeting information
Date
Time
Location (including Zoom/remote details)
Whether the meeting is regular or special
Attendance
Directors present
Directors absent
Guests or observers
Whether a quorum was established
Approvals
Approval of prior minutes
Formal approvals (motions, votes, resolutions)
Abstentions or recusals when applicable
Key reports
CEO update
Financial update
Operational or strategic updates (as applicable)
Discussions and actions
Summary of major topics
Decisions reached
Action items, with responsible persons
Executive session
If the board meets privately without management, note the session occurred without detailing content.
Adjournment
Time adjourned
Next scheduled meeting date (if known)
The minutes do not need:
Verbatim quotes
Opinions or emotional language
Subjective assessments
Legal conclusions
Casual comments or side discussions
2. Why Minutes Matter Legally
Minutes support:
A. Fiduciary duty compliance
They show directors acted with care, reviewed materials, and made informed decisions.
B. Corporate recordkeeping
State corporate laws and most bylaws require minutes to be kept in the corporate records book.
C. Fundraising and M&A diligence
Investors and acquirers review minutes to ensure:
Proper approvals were made
The board acted in compliance with law and governance rules
No unresolved issues or liabilities are buried in the record
D. Protection against litigation
Clear, factual, neutral minutes reduce ambiguity in disputes.
3. Remote & Hybrid Meetings (Modern Considerations)
Because many startup boards meet remotely, minutes should note:
Whether directors attended by video or phone
Whether all participants could hear and speak
Whether remote attendance satisfies quorum under the bylaws
This ensures the meeting was validly held.
4. Best Practices for Drafting Minutes
Be objective
Stick to facts and outcomes, not commentary.
Document decisions, not debates
Record what was approved, not who argued what.
Keep them concise
Minutes should summarize, not transcribe.
Distribute quickly
Circulate minutes within a few days, while discussions are fresh.
Obtain formal approval
Minutes are typically approved at the next board meeting.
Store them properly
Final, approved minutes should be signed by the Secretary (or Board Chair) and placed in the company’s official records.
5. Modern Board Minutes Template (2025 Version)
Below is a clean, practical template founders can adopt:
[Company Name]
Board of Directors Meeting Minutes
Date: [Month Day, Year]
Time: [Start Time – End Time]
Location: [Office / Zoom Link / Hybrid]
1. Call to Order
The meeting was called to order at [time] by [Chairperson]. The Secretary recorded the minutes.
2. Attendance & Quorum
Directors Present:
[List]
Directors Absent:
[List]
Others Present:
[List: executives, advisors, observers]
A quorum was present.
3. Approval of Prior Minutes
The minutes of the [prior meeting date] were reviewed and approved.
4. CEO Report
[High-level summary of key updates, metrics, milestones, issues raised.]
5. Financial Review
[Summary of financial performance, cash position, forecasts, or budget updates.]
6. Key Discussion Items
[Topic 1: concise summary]
[Topic 2: concise summary]
[Topic 3, etc.]
7. Resolutions & Approvals
Motion: [Description]
Vote: [Approved / Denied / Abstentions noted]
Effective Date: [If applicable]
(Repeat for each major approval.)
8. Action Items
Action Item | Owner | Due Date |
|---|---|---|
[Action] | [Person] | [Date] |
[Action] | [Person] | [Date] |
9. Executive Session
The board met in executive session without members of management present. No formal actions were taken.
(Or summarize actions if they were.)
10. Adjournment
The meeting adjourned at [time].
The next meeting is scheduled for [date], if known.
Submitted by:
[Name], Secretary
[Date]
6. Final Takeaway
Good board minutes don’t need to be long — they need to be clear, neutral, accurate, and complete. They form an essential part of your legal record, help directors fulfill their obligations, and support smooth fundraising and acquisitions.
Rubicon can help you implement governance foundations that scale with your company’s growth.