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Introduction

Certain actions require approval by the board of directors and/or stockholders in the form of resolutions. For example, if you offer a new employee a stock grant, that resolution has to be approved by the board. A resolution for a new Stock Incentive Plan requires approval from both the board and stockholders. Resolutions can be approved via a New Board or Stockholder Consent workflow, via the board or shareholder consent that's automatically created inside the relevant workflow itself (for example the board consent generated inside the Grant Shares workflow), or by using the Record Board Meeting Minutes workflow.

This article will show you step-by-step instructions on recording Board Meeting Minutes. Click the links below to jump to that section of the workflow: 

Record Boarding Meeting Minutes Workflow

Let's Get Started

  1. From the Company Workspace, go to Start New Workflow > Governance > Record New Board Meeting Minutes. 
  2. Select which workflow path to use. Use the first option generate new minutes and send them out for approval. The second option allows you to upload drafted minutes that require approval. The third option is to upload and record minutes that have already been approved. For the purpose of this article, we will focus on the generative path. 
  3. There is a checkbox to Hold for Secretary Approval. Choosing this means that the platform will hold pending workflows until after the meeting notes are entered, the votes for all resolutions are recorded, and the meeting secretary has approved the minutes. 
    If you choose not to Hold for Secretary Approval, the secretary still needs to approve the workflow, but the platform won't hold up pending workflows.

Record Meeting Details 

Enter the date of the meeting and record which directors were in attendance. 

Record Meeting Attendance

The list of Board of Directors will appear. Check off all of the Board Members who attended, and check if they attended via Remote Communication if applicable. You will also record whether there was an Executive Session, and you can add any other attendees who aren't board members.

Record Additional Meeting Details

Enter the additional details of the meeting, like the date, time, location, leader, and secretary.

Enter Minutes

Enter the text of the minutes captured during the meeting. Note that this is a text box, and the minutes must be typed or copy and pasted into this box. 

 

Approve and Add Resolutions

Resolutions related to any previous or pending workflows appear at the bottom of this page. Drag the resolutions that were addressed during the meeting up to the Approving section. If there are multiple resolutions, they can be dragged into the desired order. Leave any resolutions not approved during this meeting, leave them in the Not Approving section.

In addition, you can add custom resolutions by clicking the Create Resolutions button. To add a global Whereas Clause, click the Add Global Whereas Clause button. Click Edit to make changes to any of the sections, or click Delete Section to remove any added sections. 

Voting can be captured on the approved resolutions. Click on Record Voting and indicate how each director voted. 

Add Meeting Materials

This is an optional step where you can upload documents that are related to the meeting minutes. These documents will be stored in the Data Room. 

Checkpoint

You have an opportunity to review the resolutions and their details before continuing to the next step, where the meeting minutes will become part of a new board resolution. You can edit the resolutions and share documents at this step if needed. 

Generate Board Resolution?

To be complete and entered into the official record for the company, the board meeting minutes must be approved by the board in a subsequent board meeting or written consent. As a convenience, the platform can generate a resolution for this approval. If you opt for this, the resolution will appear in the list of pending resolutions the next time you or someone in your company runs a board approval workflow. If the board members have already approved the minutes or you prefer to draft your own resolution, please continue without creating a resolution.

Secretary Signature

At this step, the Secretary signs the meeting minutes, and then the document will be available in the data room. The Secretary can choose sign at this step or hold their signature in escrow until the pending resolution to approve the meeting minutes has been approved by the board.

If the Secretary chooses to hold their signature in escrow, the platform will wait until these minutes are approved and then release the escrowed signature to finalize the meeting minutes. The effective date will not be added to the Meeting Minutes until the Secretary's signature is released.

Completion

Once the Secretary has signed and/or the workflow has released the escrowed signature, the process is complete, and the Board Meeting Minutes are available in your company's data room. Please note that the Board Resolution will still need to be approved the next time you run a Meeting Minutes or Board Consent workflow. 

Screenshots are for illustrative purposes only.

Fidelity provides cap table management and other administrative services to private companies and their equity compensation plans.

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