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Board of directors minutes checklist

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Board Meeting Checklist

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Board of directors minutes checklist

  1. 1. Board of Directors Minutes Checklist This Checklist is designed to be used for meetings of the board of directors of a corporation, although most of the action items also apply to preparing minutes for a board committee meeting, board of managers meeting or a shareholders' meeting. This Checklist highlights steps to take in preparing and finalizing the minutes of a meeting. There is no single correct method of preparing minutes. This Checklist highlights common practices, and can be tailored to suit the specific style and circumstances of a company and its corporate secretary and counsel. This Checklist is designed to be used for meetings of the board of directors of a corporation, although most of the action items also apply to preparing minutes for a board committee meeting, board of managers meeting or a shareholders' meeting. This Checklist assumes that:  Proper notice of the board meeting was sent to all directors  Board materials, including the meeting agenda, were distributed to directors sufficiently in advance of the meeting (whether by overnight courier or posting to a board portal). Before the Meeting  Review the agenda for items to be covered at the meeting.  Review the materials distributed to the directors before the meeting.  Determine who is expected to act as secretary of the meeting. Typically this is the corporate secretary, but another party, such as an assistant secretary or another person, may serve as secretary of the meeting if the corporate secretary is unable to attend. Check the by-laws for guidance. The by-laws typically indicate who acts as secretary of the meeting in the corporate secretary's absence.  Begin an outline of the minutes. Starting to draft the minutes in advance can save time. Information not known in advance can be included after the meeting. The following items are typically known in advance and must be included in the minutes: o the date, location and start time of the meeting; o the type of meeting (regularly scheduled or special); o whether the meeting is in person or telephonic; o a preliminary list of directors expected to be present at the meeting; o whether a quorum of directors is to be present; o the name of the person serving as secretary of meeting; o approval of the minutes of the previous meeting; and o the matters to be discussed or approved at the meeting. A description of these matters can be started in advance. Any resolutions prepared and distributed to the directors in advance for their review can be added to the outline in advance.  Remind directors in advance of the meeting to bring their materials with them to the meeting. This is important:
  2. 2. o for directors to access previously distributed information if necessary during the meeting. o to enable the collection of any physical copies of materials for destruction in accordance with the company's document retention policy (see second bullet below and sixth bullet below). This is also applicable to companies that have switched to use of board portals but allow directors to print materials from the portal. During the Meeting  Have extra copies of the board agenda and meeting materials at hand in case directors do not bring their copies. If the company uses a board portal, this may not be necessary because the directors can access the portal to retrieve the materials.  Before the meeting starts, remind all attendees that any notes they take during the meeting and any company materials they bring into the meeting must be left behind. Once finalized, the minutes should be the only record of the meeting. Attendees must leave their notes and other materials to: o help the person serving as secretary create a complete record of the events of the meeting; and o ensure that these items can be destroyed later so that there are no other documents aside from the minutes describing any of the events at the meeting. If the company uses a board portal, consider disabling the note-taking feature (well before the meeting begins) so that directors cannot take notes on the materials in the portal directly.  The person serving as secretary of the meeting should take notes of what occurs during the meeting. The following information must be included in the minutes: o confirmation of the list of directors present at the meeting; o confirmation of the person serving as secretary of the meeting; o names of any others attending the meeting; o items discussed or approved at the meeting, including for each item:  who presented or raised the matter;  a description of any discussion;  reference to any materials previously distributed to directors; and  the action taken or results of the vote, including whether anyone acknowledged a conflict of interest or abstained from voting; and o whether directors went into executive session.  There should only be one person taking notes to draft minutes of the meeting. No other company personnel should be taking notes. Do not make audio or video recordings of the meeting.  Remember that the minutes should not be a word-for-word transcript of the meeting.  When taking notes, keep it objective; do not add any of your own thoughts into meeting notes.  Keep track of any persons that come in and go out of the meeting and their times of arrival and departure.
  3. 3.  Note if any directors request legal advice during the meeting. Keep track of the subject matter but be careful not to go into detail to avoid losing attorney-client privilege  Keep track of the executive session, including who attended and the starting and ending times. Consider whether someone should act as secretary of the executive session and whether minutes of the discussion should be recorded. Minutes are not required, but may be desired. The secretary of the executive session does not need to be the same person acting as secretary of the meeting.  Maintain a separate list of items for which directors may want follow-up information or that require follow-up actions. These items do not need to be included in the minutes, but it is important to remember to track down any additional information requested.  When the meeting has concluded, collect all notes and materials from the directors present. After the Meeting  Prepare a complete draft of the minutes as soon as possible after the meeting, while everyone's memories of the meeting are still fresh. Fill in the outline started before the meeting with the results of the meeting. Review all of the notes collected from the meeting when preparing the first draft.  Send the draft minutes to the attendees of the meeting for review: o first typically only to general counsel (if a separate person from the corporate secretary) and the CFO, and, after incorporating their comments, to any other officers who participated in the meeting and the CEO; o next to the chairman or lead director; and o last, to all directors.  Once all comments have been incorporated, include a final version of minutes in the set of board materials to be distributed to directors in advance of the next board meeting. The historic minutes are included in the distribution so they may be approved at the next meeting.  Once a set of meeting minutes has been approved, it cannot be changed without additional action by the board. Ensure that any typographical errors are caught before the directors vote to approve the minutes.  After the final version of the minutes is approved by the directors at the next meeting, the minutes must be signed by the person who acted as secretary of the meeting that was recorded in those minutes. If the corporate secretary did not serve as secretary of that meeting, he or she should not be the signatory of those minutes.  Destroy all notes taken at the board meeting (including notes taken by directors) and all earlier drafts of the minutes and any correspondence relating to the earlier drafts. This should be required procedure under the company’s document retention policy. Review the company's document retention policy and confirm that it permits the destruction of all notes and previous drafts. There should be only one official record of the meeting, and this should be the final version of the minutes that are signed. Remember to delete electronic versions (and any automatic back-ups) as well as destroying physical copies. If the company uses a
  4. 4. board portal and has enabled note-taking, remember to access the portal to purge all notes made on the materials for the meeting.  Consider keeping a work file on each meeting. The file would include copies of: o the notice to directors, with the meeting agenda; o one complete set of materials distributed to the directors before the meeting; o any presentations made at the meeting; and o final minutes.  File final minutes, with the exhibits and other attachments referred to in the minutes, in the company's minute book. This may be a physical binder or an electronic database. Corporate minutes should be kept permanently. While there should be only one official corporate record, consider having a back-up copy of the company's minute books in a separate location for safety reasons. One potential storage site for companies that use board portals is on the board portal site.

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