Startup Board Meeting Template

List everything that might reach the agenda, then sort it. Pricing, hiring below the executive team, vendors and spending inside the approved budget are usually yours to decide. Bringing them to the board uses its time and suggests you can't decide alone.

If you're incorporated in Delaware, the state's General Corporation Law¹ sets the defaults. A majority of the total number of directors is a quorum, and with a quorum present, a majority of those attending decides. Acting without a meeting takes the written or electronic consent of every director. Your charter or bylaws can change these rules.

After a priced round, your charter likely adds a third answer. The National Venture Capital Association's model certificate of incorporation² lists acts, called protective provisions, that also need the consent of holders of a set percentage of the preferred. They include amending the charter, creating stock that ranks above the preferred and increasing the number of authorized shares.

Optional clauses cover board size, borrowing above a set amount and a new equity plan. For the last two, the model lets a board vote replace the holders' consent, sometimes only with the investor directors in favor. It even offers wording that makes an act taken without the required consent void from the start. Still negotiating? The term sheet explainer walks through these provisions before you sign.

Liz Wessel, a partner at First Round Capital, writes that a good board meeting is two to four substantive conversations about the issues that matter most³. She suggests labeling each item as an update, a discussion or a decision, and bringing a recommendation even when your confidence is low.

Turn each decision into a one-page request, worded so that yes and no both mean something. "Discuss pricing" is a topic. "Approve raising the starter plan from $49 to $69 a month" is a decision.

Say whether the decision can be undone. Jeff Bezos's 2015 letter to Amazon shareholders separates one-way doors from two-way doors⁴. Irreversible decisions deserve slow, careful deliberation, while reversible ones can be made quickly by small groups. Three real decisions at about 20 minutes each, plus questions and the executive session, fill a two-hour meeting. Hand smaller reversible calls back to management.

Everything you would otherwise present goes in the pre-read, so the meeting is for questions and decisions, not slides. Wessel suggests sending it at least 48 hours ahead³. True Ventures' Jon Callaghan asks for materials three to five days before the meeting⁵, with directors sending back questions. This template aims for four working days.

Lead with the hard news. Wessel's first rule is no big surprises. If a key executive is leaving or you badly missed the quarter, directors should hear it from you directly before the meeting.

Keep it under 1,200 words so directors finish it. Count each number the way your monthly investor update does, and if a definition changes, say so and restate the earlier periods.

Updates first and decisions last leaves decisions whatever time is left. Reverse the order.

1. 1

   Formal items

   Approve the last minutes and any routine items your lawyer prepared, such as option grants.

2. 2

   Questions on the pre-read

   Answer what directors ask. Don't present it again.

3. 3

   Decisions

   About 20 minutes each: your recommendation, the case against, discussion, then a recorded vote.

4. 4

   Open actions

   Only overdue ones and any carried for three meetings. Close each, give it a real owner or make it a decision.

5. 5

   Read-back

   Each decision, any consent still needed and every new action with its owner.

6. 6

   Executive session

   The board meets with the CEO alone, then without management, and one director brings back feedback.

Hold the executive session every time, even with nothing to raise. Callaghan suggests keeping 10 to 15 minutes open⁵, and Wessel notes that a standing session avoids the awkwardness of asking for one.

Under Delaware law¹, a director on a call or video link counts as present if everyone can hear each other, unless your charter or bylaws say otherwise.

Wessel calls minutes an official corporate record, not a transcript³, and warns that an overly detailed record can cause trouble later with investors, acquirers, regulators or a plaintiff's lawyer.

Circulate a draft within two working days. Leo Strine, a former chief justice of the Delaware Supreme Court, notes that Delaware courts have given little weight to minutes approved in bulk after the fact⁶. He recommends approving each meeting's minutes at the very next one.

File each signed written consent with the minutes. If a vote still needs your preferred holders' consent, minute it as approved subject to that consent, and give the chase an owner and a date.

If your board expects slides, the board deck writer turns your numbers and notes into a deck and pre-read. For resolutions and written consents, start from the board minutes template.