What Are Board of Directors Meeting Minutes?

The board of directors manages the business affairs of a corporation. Most corporations hold an annual board meeting to review the company’s performance, accept officer reports, handle resignations and elections, and approve resolutions. The minutes of this meeting document these actions and serve as the official record of the board’s decisions.

Business owners and attorneys can use the example below as a template for their annual board meeting. Go here for more free examples and templates of LLC and corporate meeting minutes and written actions.

Board of Directors Meeting Minutes Template


MINUTES OF ANNUAL MEETING BOARD OF DIRECTORS [COMPANY], INC.

The annual meeting of the Board of Directors of the above-named Corporation was held at:

Date: ____________________________

Time: ____________________________

Place: ____________________________

The following Directors were present and constituted a quorum:

____________________________

____________________________

____________________________

The meeting was called to order by ______________________________________. Upon motion duly made and seconded, ______________________________ was elected Chairperson and __________________________________ elected as Secretary.

The Secretary presented and read a waiver of the time, place and purpose of the meeting, signed by all the directors, which was ordered filed.

The Secretary read the minutes of the preceding meeting of the Board of Directors, held on ________________________, which was then adopted.

The President of the Corporation reported on the business and affairs of the Corporation generally.

The Treasurer of the Corporation reported on the financial affairs of the Corporation.

The Secretary of the Corporation then presented his report.

The Secretary of the Corporation stated that resignations of the following persons as officers of the Corporation had been presented:

_____________________________

_____________________________

_____________________________

On resolution duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, that the resignation of the forenamed persons as officers of the Corporation, be accepted, effective immediately.

The Chairperson stated that the following persons were designated by management to serve as officers of the Corporation for the ensuing year and until their successors are elected and qualify:

President: _________________________________

Vice President: _________________________________

Treasurer: _________________________________

Secretary: _________________________________

Upon a motion duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, that each of the forenamed persons be and are hereby elected to the office set opposite his or her name, to assume their duties and responsibilities fixed by the Bylaws or by the Board of Directors, from time to time.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously adopted, the meeting was adjourned.

_______________________________________

Secretary


Alternative Example: Meeting with Officer Elections and Salary Approvals

The downloadable Word template includes a second, more detailed example that covers ratifying and appointing specific named officers (President, Secretary/Treasurer, Vice President), approving officer salaries, and ratifying all actions taken during the prior fiscal year. This version is suited to corporations with multiple officers and formal compensation decisions.

Download in Microsoft Word Format

Microsoft Word .doc format: Annual Meeting of Board of Directors of Corporation

The Word document includes both templates described above.

More Business Templates

Go here for more free examples and templates of LLC and corporate meeting minutes and written actions.