Board of Directors Meeting Minutes
Create clean, well-organized minutes of a board meeting that record who attended, whether a quorum was present, and exactly what the directors decided.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Board of Directors Meeting Minutes?
Board meeting minutes are the official written record of a meeting of a corporation's board of directors. They capture the essentials: when and where the meeting took place, how notice was given, which directors and guests attended, whether a quorum was present, the reports the board received, and each motion, resolution and vote.
Minutes are not a transcript. Good minutes are concise and factual, focusing on the decisions made and the process followed rather than every comment. Once the secretary prepares them, the board usually reviews and approves them at its next meeting, and they are kept permanently in the corporate minute book.
Accurate minutes matter. They show that the board acted with proper authority and care, support the corporation's separate legal identity, and are frequently requested by banks, auditors, investors, tax authorities and, in some cases, shareholders exercising inspection rights.
When to use it
- Your board has held a regular, special or annual meeting and the secretary needs to prepare the official record.
- The directors approved contracts, loans, officer appointments, budgets or other significant actions that should be documented.
- You want to show a lender, investor or auditor that a decision was properly authorized by the board.
- A director disclosed a conflict of interest and abstained, and you want that recorded.
- A meeting was called but could not proceed because a quorum was not present, and you want a record of what happened.
What is included
- Meeting type, date, time and in-person or remote format
- Notice given or waived, with the method used
- Directors present and absent, other attendees and quorum
- Approval of the previous meeting's minutes
- Officer and committee reports with short summaries
- Motions and resolutions with movers, seconders and vote results
- Conflict of interest disclosures and executive session note
- Adjournment, next meeting date and secretary's certification
How to make your Board Minutes
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
Who is responsible for taking board meeting minutes?
Usually the corporate secretary, or another person the chair designates as recording secretary for the meeting. That person drafts the minutes, circulates them for review and signs them once they are approved.
How detailed should board minutes be?
Minutes should record decisions and the process followed, not a word-for-word account of the discussion. Typical minutes note attendance, quorum, the subject of each report, each motion and its outcome, and any abstentions or conflicts. Very detailed minutes can create confusion or unintended evidence in a later dispute.
Do board minutes need to be signed?
It is standard practice for the secretary to sign the minutes, and some boards also have the chair sign. Signing confirms that the document is the accurate record approved by the board. State law and the bylaws may set additional requirements.
What is a quorum?
A quorum is the minimum number of directors who must be present for the board to conduct business. It is often a majority of the full board, but the bylaws and state law determine the exact number. If there is no quorum, the board generally cannot take binding action.
Can a board meeting be held by video conference?
Most states allow directors to participate by video or telephone as long as everyone can hear each other at the same time, unless the articles or bylaws restrict it. The minutes should note who attended remotely.
What is an executive session?
An executive session is a part of the meeting held without management or guests, often to discuss sensitive matters such as executive pay or legal issues. Minutes typically note that the session took place and any action taken, without detailing the private discussion.
How long should a corporation keep its board minutes?
Board minutes are generally treated as permanent corporate records and kept for the life of the corporation. Many states require corporations to keep minutes of board meetings and make them available in certain circumstances.
Can the board act without holding a meeting?
In many states the board can act by written consent instead of a meeting, often requiring every director to sign. That is a different document from meeting minutes; use a corporate resolution or written consent for that situation.
