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Board minutes (general)
What are board minutes (general) and when should you use them?
These are standard board minutes and they can be adapted for most company situations.
You can adapt, delete and add to their contents as appropriate to your particular circumstances.
We do also have a range of specific templates which you can find here.
Board minutes are important because they record the discussions and decisions taken by your company’s day-to-day management team.
They should be checked and agreed for accuracy before being finalised, and it is always good practice to create them contemporaneously, while their content is still fresh in mind.
Unless your constitution or shareholders agreement specify how often board meetings should take place, you can decide this for yourself.
You also don’t need everyone to be physically present to have a meeting – you can usually be present by telephone (unless your articles state otherwise).
It is good practice to hold board meetings regularly, however; somewhere between every 6-8 weeks is a good rule of thumb.
(There are no formal legal rules about how frequently you should do it.)
What else might you need?
Unless you’ve amended your constitution (the rule book for any company) to state otherwise, notice of a board meeting must be given to every director (even those who have already said they won’t be able to attend).
Your constitution may contain a minimum notice period, but if they don’t, the notice period should be fair and reasonable.
It is usually a good idea to send this notice in writing so that the detail is properly recorded and you can avoid ambiguity or misunderstandings.
As a minimum, the notice should set out where and when the meeting will be held.
It’s often also a good idea to circulate an agenda and draft board minutes before the meeting.
That way, everyone knows what is going to be discussed – and those who are unable to make it can confirm that they understood what the purpose of the meeting was; they may be able to appoint an alternate director.
(Whether you can do this and the identity of these individuals will also be set out in your constitution.)
It also makes the chairman’s life easier, as well as whoever has the task of finalising, filing and circulating the minutes.
Even if you’re sole director, you should still keep records of your decisions (‘sole director resolutions’).
Happily, provided your constitution allows you to take decisions as a sole director, there is no need to have a meeting and you can bypass the need to sit alone in a room on your own and talk at an empty chair opposite you.
All you need do is produce a written record that sets out of the items to be considered by you and then a resolution for what you decided.
We have a standard template sole director board minutes that you can use if you’re a sole director.
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