Board Minutes Template for Startups

This guide follows Delaware law, which requires one officer¹ to record the proceedings of board meetings in a book kept for that purpose. Your bylaws or a board resolution say which officer, usually the secretary. If your company is incorporated elsewhere, check that state's law and your bylaws.

The minutes should also show that every vote counted. In Delaware, a majority of the total number of directors is a quorum unless your charter or bylaws set another number (never less than a third of the board). With a quorum present, a majority of the directors there decides, unless those documents require more. Note anyone who joined late or left early, so a reader can check each vote.

Robert's Rules of Order² sets the baseline: minutes are a record of what was done at a meeting, not of what was said. A company board needs one thing more. Leo Strine, a former chief justice of Delaware's Supreme Court, writes that Delaware courts expect minutes to capture the factors the board considered material³ and the documents it reviewed. They need not read like transcripts.

For companies with fewer resources, Strine suggests short-form minutes. They record key facts with care, such as how long the meeting ran, who was present and what action was taken, and briefly summarize what the board considered. Whatever format you choose, use it consistently.

Let length follow what an item is, not how long it took. A 2-minute conflict disclosure needs a full paragraph, and a 20-minute debate that ended without a vote needs two or three sentences. Note the time beside each item, so a short entry on a long discussion reads as a summary, not a brush-off.

Never drop a topic the board discussed. Strine reports cases where minutes left out a factor a director or advisor later testified was material. Courts treated the gap as undermining that testimony and as a sign the board never considered it. And don't record who argued what: minutes that name some directors suggest the others didn't take part.

Take the most care with deals involving a director, such as a bridge loan from a fund where the director is a partner. Delaware's section 144¹ shields such a deal from claims over the conflict if the board approves it this way:

• Every member of the approving board or committee knows the material facts of the interest and the deal.
• A majority of all the disinterested directors, not just those present, approves it in good faith and without gross negligence.
• If most directors are interested, a committee of at least two disinterested directors approves it instead.

So record four things: who disclosed what interest, which directors were disinterested, their vote, and the terms approved. An interested director still counts toward the quorum, but you can ask them to leave for the discussion and vote. If they do, record when they left and came back.

When your lawyer advises the board, record that legal advice was given, and ask them how much more to write down.

A board can also act without a meeting. Unless your charter or bylaws restrict it, Delaware lets the board act by written consent¹ when every director agrees in writing or electronically. A majority is not enough, so the action happens only once the last director has signed. File the signed consents with the minutes.

Track each consent against the full list of directors, not a running count, and name whoever hasn't signed. A director can also sign a consent that takes effect later, up to 60 days out, and revoke it before then. Log the date each consent takes effect.

Send each action owner their task and due date the same day, since approval can take weeks. Draft the minutes within a few days, have the chair and the company's lawyer review them, then send them to every director. Strine calls the very next meeting the best, most credible time³ to approve them, while memories are fresh.

Keep one minute book in date order: signed minutes, signed consents and, as Strine advises, the management and advisor presentations the board saw. Under Delaware law⁴, the book can be electronic if it can be printed legibly within a reasonable time.

Expect others to read it. Under the same law, a stockholder with a proper purpose can demand to inspect board minutes and the materials given to the board. If there are no minutes, the Court of Chancery can order the company to produce other records that serve as their functional equivalent.

Investors check too. The National Venture Capital Association's model stock purchase agreement⁵ has the company confirm that its minute books record every board meeting and written consent since incorporation.

Before the meeting, build the pre-read with the startup board meeting template or draft a timed agenda. For team meetings without resolutions, the meeting minutes generator works from a transcript. The template on this page opens in River, which drafts the minutes, resolution wording and action note from your notes or transcript.