Board Meeting Agenda & Minutes

# Board Meeting — [Company Name]

**Date:** [DD Month YYYY]
**Time:** [HH:MM – HH:MM] [Timezone]
**Location:** [Address / Zoom link]
**Chair:** [Name, Title]
**Secretary:** [Name, Title]

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## Attendees

**Directors present:**
- [Name] — [Founder / Investor director from X]
- [Name] — [Founder / Investor director from Y]
- [Name] — [Independent director]

**Observers:**
- [Name] — [Observer from investor Z]

**Apologies:**
- [Name] — [reason]

**Quorum check:** [N of M directors present — quorum [met / not met] per Articles].

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## Agenda

### 1. Approval of previous minutes (5 min)
- Minutes of board meeting dated [previous date] circulated [date].
- **Action:** Approve as a true record. Note any corrections.

### 2. Founder update (10 min)
- Headline progress since last meeting (3-5 specific points).
- Key wins (1-2 customer / partnership / product wins).
- Key challenges (2-3 honest items — what's hard right now).
- One question for the board.

### 3. Financial review (10 min)
- Pre-circulated: P&L vs budget, balance sheet, cashflow forecast, runway.
- This meeting: explain only variances >10% against budget; the board has read the rest.
- Runway: months at current burn, months at planned burn, what changes the curve.

### 4. KPI review (10 min)
- Pre-circulated KPI dashboard (5-7 core metrics).
- This meeting: trend, delta vs last month, vs target.
- Single metric that requires action.

### 5. Decisions for approval (15 min)
Each item:
- **What's being decided.**
- **Recommendation** (from the management team).
- **Discussion** (max 3-4 min unless deep divergence).
- **Resolution** (worded as it will appear in minutes).

Typical items: option grants, budget approvals, hiring above threshold, contracts above threshold, fundraising mechanics, strategic decisions (geographic expansion, M&A interest).

### 6. Discussion topic (10 min)
One substantive discussion topic chosen in advance — not a status update. Examples: pricing strategy review, hiring plan stress-test, fundraising timing, competitive response. The board adds the most value here.

### 7. Any other business (5 min)
- Items raised on the day, not in the pre-read.
- Defer most to next meeting or out-of-band; protect the agenda time.

### 8. Date of next meeting
- Confirm next meeting date and dial-in.
- Confirm pre-read circulation deadline ([5] business days before).

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# Board Meeting Minutes

**Company:** [Name]
**Date / Time / Location:** [as above]
**Chair / Secretary:** [as above]

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## 1. Attendance and quorum
Recorded as above. Quorum confirmed by chair at [HH:MM].

## 2. Conflicts
[Name] declared an interest in agenda item [X] and recused themselves from the vote.

## 3. Previous minutes
Minutes of [previous date] approved as a true record [with corrections to paragraph X to read "..."]. Signed by chair.

## 4. Founder update
[3-5 sentences summarising what was reported. Capture both wins and challenges fairly.]

## 5. Financial review
- Revenue: $[X] for the month (vs budget $[Y], variance [Z%])
- Burn: $[X] (vs budget $[Y])
- Cash: $[X] at month-end
- Runway: [N] months at current burn

The CFO answered questions on [topic]; the board noted [point].

## 6. KPI review
The board reviewed the KPI dashboard. Material points:
- [Metric A]: [direction and magnitude]
- [Metric B]: [direction and magnitude]

The board requested [specific follow-up] before the next meeting.

## 7. Resolutions passed

### Resolution 7.1 — [Subject]
**Resolution:** "The board resolves to approve [specific action], including [parameters]."
**Proposed by:** [Name]
**Seconded by:** [Name]
**Vote:** [Unanimous / N for, M against]
**Outcome:** PASSED [/ NOT PASSED]

### Resolution 7.2 — [Subject]
[Same structure.]

## 8. Discussion topic — [Topic]
The board discussed [topic]. Key points raised: [bullet list]. The board agreed [outcome / next step / further data needed].

## 9. Action items

| # | Action | Owner | Deadline |
|---|---|---|---|
| 9.1 | [Specific action] | [Name] | [Date] |
| 9.2 | [Specific action] | [Name] | [Date] |

## 10. AOB
[Items raised. Most deferred to next meeting; capture so they aren't lost.]

## 11. Next meeting
[Date / Time / Location]. Pre-read circulation deadline [date].

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**Signed as a true record:**

[Chair name]
[Date]

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## Notes for the founder (delete before circulating)

- Send agenda + pre-read 5 business days before the meeting. Investors who get it the night before disengage; investors who get it 5 days before come prepared.
- Pre-read is the document; the meeting is the discussion. If you find yourself walking the board through slides for 30 minutes, the pre-read was thin.
- Capture resolutions verbatim. The action register is the company's institutional memory; gaps in the register show up at diligence as 'we don't know who decided this.'
- Action items must have a single named owner and a date. 'TBD next week' is not an action item.
- Circulate draft minutes within 48 hours; that's the moment people remember what was said. Sign-off at the next meeting.