13 “Must Dos” When Drafting Board Minutes

Although boards are required to keep minutes under the state law where their company is incorporated, they have the latitude to take minutes in any way they wish. As a result, there’s no uniform approach to drafting them – and practices really do vary widely.

Just as important as deciding a board’s drafting style is deciding how minutes are organized – they’re almost always in chronological order – but what other things are done to aid searches. Searches are required all the time when independent auditors, lawyers representing a company seeking to acquire your company and regulators are seeking to confirm that the board did indeed take certain actions that were required.

Here are 13 things to consider about board minutes:

• Long-form or short-form?
• Prepare draft before meeting
• Use draft for prep sessions
• Use consistent language
• Track attendance
• Track comings & goings
• Handle dissents
• Handle formal resolutions
• Handle executive sessions
• Facilitate near-term follow-ups
• Track long-term follow-ups
• Circulate for reviews
• Circulate for final approval

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

And since all the content on ZippyPoint.com is complimentary, please “Pay-What-You-Can” to help keep this fine platform alive & well…