Board Meeting Minutes: What to Include, Legal Requirements (US & UK) and an Example

What are board meeting minutes?

Board meeting minutes are the record a board of directors (or trustees) keeps of each meeting. They show that the meeting was properly held, that the directors had the information they needed, and that decisions were taken with the right majority. Years later, auditors, investors, regulators, a buyer doing due diligence or a court may read them, so they are concise and neutral: what was decided and, briefly, why, rather than who said what.

For the general method that applies to any meeting, and a downloadable Word file, see our meeting minutes template. This page covers what is specific to boards: corporate boards, nonprofit boards and UK company directors.

What to include in board meeting minutes

Your bylaws or articles may require more, but these are the usual elements.

For important decisions, add one sentence on the basis for the decision ("After reviewing the management report on supplier options and discussing costs and risks, the Board resolved...") and reference the board papers, so the record shows what the directors had in front of them.

What to leave out

Typical things to keep out of board minutes:

• A verbatim account of the debate. Summarize the points considered.
• Attributed opinions, unless a director asks for their view or dissent to be recorded, or declares an interest.
• Personal remarks, jokes, speculation and emotional language.
• The content of legal advice. Note that counsel advised the board on a topic, and let counsel decide how much detail to record.
• Unnecessary personal data about employees, members or clients.
• The secretary's own commentary.

Legal requirements in the United States

There is no single federal law on corporate board minutes. Corporations and nonprofit corporations are formed under state law, so the starting point is your state's statute, your certificate or articles of incorporation and your bylaws. Delaware, where many US corporations are incorporated, is a useful example of what a statute actually says.

Delaware General Corporation Law

• Who keeps the record. Section 142(a) provides that "One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose." That officer is often titled the secretary.
• Quorum and majority. Under section 141(b), a majority of the total number of directors is a quorum unless the certificate of incorporation or the bylaws require more; unless the certificate provides otherwise, the bylaws may set a lower quorum, but never less than one-third of the directors. The vote of a majority of the directors present at a meeting with a quorum is the act of the board, unless the certificate or the bylaws require more.
• Written consents. Unless the certificate or bylaws restrict it, section 141(f) allows the board to act without a meeting by unanimous written or electronic consent, and the consents must be "filed with the minutes of the proceedings of the board of directors", in the same paper or electronic form as the minutes.
• Electronic minute books. Section 224 allows records, expressly including "minute books", to be kept on any information storage device or electronic database, provided the records can be converted into clearly legible paper form within a reasonable time.
• Who can read them. Section 220 gives a stockholder who makes a written demand under oath for a proper purpose the right to inspect the corporation's books and records, which the statute defines to include minutes of board and committee meetings, subject to the further conditions in the statute.

Other states have their own codes and the details vary: check your state's statute and your bylaws, or ask counsel.

Nonprofit boards

Nonprofits are also governed by state law and their bylaws, and the IRS adds a practical reason to keep good minutes. Part VI, line 8 of Form 990 (for organizations that file Form 990) asks whether the organization contemporaneously documented the meetings held and written actions taken by its governing body and by committees with authority to act for it. According to the IRS instructions for Form 990, documentation permitted by state law "can include approved minutes, email, or similar writings that explain the action taken, when it was taken, and who made the decision", and "contemporaneous" means by the later of the next meeting of the governing body or committee, or 60 days after the meeting or written action. A "No" answer must be explained on Schedule O.

Legal requirements in the United Kingdom

For UK companies the rules are set out directly in the Companies Act 2006.

• Minutes are mandatory. Section 248: "Every company must cause minutes of all proceedings at meetings of its directors to be recorded."
• Ten years minimum. Under the same section, the records "must be kept for at least ten years from the date of the meeting". Failure to comply is an offence committed by every officer of the company in default, punishable by a fine.
• Minutes as evidence. Section 249 provides that minutes authenticated by the chair of the meeting, or by the chair of the next directors' meeting, are evidence (in Scotland, sufficient evidence) of the proceedings. Where minutes have been made in accordance with section 248, then until the contrary is proved, the meeting is deemed duly held and convened, its proceedings are deemed to have duly taken place, and appointments made at it are deemed valid. Hence the usual practice of having the chair sign the approved minutes.
• Records of directors' decisions. For companies using the model articles for private companies limited by shares, article 15 requires the directors to ensure that the company keeps a written record, for at least 10 years from the date of the decision, "of every unanimous or majority decision taken by the directors". Check your own articles if they differ from the model.

Who takes board minutes?

Usually the corporate secretary (US) or company secretary (UK), or someone the board appoints. The minute-taker need not be a director, but the board remains responsible for the record. In the UK, section 271 states that "A public company must have a secretary", while section 270 states that "A private company is not required to have a secretary". In a small private company or a volunteer-run nonprofit, the minutes may be written by the chair or another director.

Whoever it is should read the papers in advance, ask the chair to confirm each resolution before moving on, and stay out of the debate.

How to take and approve board minutes

These six steps take you from the agenda to signed minutes in the minute book.

Once minutes are approved and signed, do not quietly edit them: if an error turns up later, the board approves a correction at a subsequent meeting, and that correction is minuted too.

Executive sessions and privileged discussions

An executive session is part of a board meeting held without management or guests, for example to discuss the CEO's performance or a litigation matter. Practice varies; a common approach is short minutes stating that the session took place, who attended, the general subject and any formal action taken.

For discussions with lawyers, attorney-client privilege (legal professional privilege in the UK) can depend on how the advice is recorded and circulated. Minute that counsel advised the board on a named subject, and let counsel decide what else goes in the record.

Board meeting minutes example (fictional)

An invented example for a fictional US corporation: names, figures and decisions are made up. Adapt the structure to your own bylaws.

EXAMPLE HOLDINGS, INC. (fictional)
MINUTES OF A REGULAR MEETING OF THE BOARD OF DIRECTORS
Date: September 17, 2026
Time: 9:00 a.m. to 10:50 a.m.
Place: Company offices and by video conference

Directors present: J. Alvarez (Chair), P. Brennan, K. Osei,
  L. Martin (by video), R. Chen
Also present: S. Ward, CEO; D. Fischer, CFO (items 4 and 5);
  M. Patel, Secretary (minutes)

1. CALL TO ORDER AND QUORUM
The Chair called the meeting to order at 9:00 a.m. The Secretary
confirmed that notice had been given in accordance with the bylaws
and that a quorum was present.

2. CONFLICTS OF INTEREST
P. Brennan declared an interest in item 5 as a shareholder of the
proposed landlord and left the meeting for that item.

3. MINUTES OF THE PREVIOUS MEETING
The minutes of the meeting held on June 18, 2026 were approved
as corrected.

4. CEO AND FINANCIAL REPORTS
The CEO and the CFO presented the operating report and the
financial statements to August 31, 2026 (board papers 4a and 4b).
The directors discussed cash runway and hiring. Reports received.

5. NEW OFFICE LEASE
(P. Brennan was absent for this item.)
After discussing management's recommendation (board paper 5),
including cost, term and two alternative sites, on a motion by
K. Osei, seconded by R. Chen, the Board resolved:
RESOLVED, that the Corporation enter into a five-year lease of the
premises described in board paper 5, on the terms presented, and
that the CEO is authorized to sign the lease and related documents.
Vote: 4 in favor, 0 against. P. Brennan did not participate.

6. EXECUTIVE SESSION
From 10:20 to 10:40 a.m. the directors met without management
or the Secretary. No formal action was taken.

7. ACTIONS
- CFO to circulate the signed lease to the Board (by October 15)
- CEO to present the revised hiring plan (next meeting)

8. NEXT MEETING AND ADJOURNMENT
Next meeting: December 10, 2026. Adjourned at 10:50 a.m.

_________________________        _________________________
J. Alvarez, Chair                 M. Patel, Secretary
Approved by the Board on: _______________

The example states the quorum, records a conflict and the director's absence for that item, quotes the resolution, gives the vote and summarizes the discussion in one sentence. For a UK company, adapt the wording to your house style and have the chair sign. For a nonprofit, use your governing body's name and minute committee meetings the same way.

Recording a board meeting to write the minutes

Some secretaries record the meeting to check figures, names and the wording of resolutions while drafting. Three conditions: get the participants' consent and follow your bylaws, confidentiality rules and the recording laws where participants are located; pause the recording during executive sessions and privileged discussions; and treat the recording and transcript as working material, deciding in advance how long you keep them and who can access them.

Sources

• Companies Act 2006, section 248: Minutes of directors' meetings (legislation.gov.uk).
• Companies Act 2006, section 249: Minutes as evidence (legislation.gov.uk).
• Companies Act 2006, section 270 (Private company not required to have secretary) and section 271: Public company required to have secretary (legislation.gov.uk).
• The Companies (Model Articles) Regulations 2008, Schedule 1, article 15: Records of decisions to be kept (legislation.gov.uk).
• Delaware Code, Title 8, Chapter 1, Subchapter IV: Directors and Officers (§ 141, § 142).
• Delaware Code, Title 8, Chapter 1, Subchapter VII: Meetings, Elections, Voting and Notice (§ 220, § 224).
• Internal Revenue Service, Instructions for Form 990, Part VI, Section A, line 8.