One of the first things you’ll need to do after incorporating your business is arrange your first board meeting. This meeting is important for setting the tone and long-term direction of the business, but it’s also an opportunity to take on some important initial tasks.
In this article, we’ll explain some of the key parts of this meeting. But first…
What must occur before the organization’s first board meeting?
Before this meeting, you should have completed three important steps:
- You’ve filed your organization’s incorporation documents.
- You’ve paid your state’s filing fees.
- You and your attorney drafted corporate bylaws.
Once those tasks are complete, you and other key members of your organization can take on the roles of initial directors and begin carrying out other key tasks.
What are the initial tasks for the inaugural board of directors?
Right away, you’ll need to approve your business’s governing documents, establish corporate resolutions, and elect official directors according to the terms of your corporate bylaws.
You’ll also make resolutions, which may cover the following topics:
- Opting to become an S Corporation, which offers preferential tax treatment for many organizations
- Selecting a financial institution
- Selecting an insurance company
- Naming your preferred attorney and accountant
- Establishing employee salaries and benefits
- Naming authorized signers
- Implementing a requirement for buy-sell agreements
- Authorizing funds to be released for startup
- Establishing the protocols for future board meetings
What is the process for holding a board of directors meeting?
When you meet, you’ll want to follow a clear agenda to ensure you accomplish the essential tasks. Doing this will require you to have a quorum for the meeting, so be sure to arrange it to occur at a time when you’ll have more than the minimum number of voters required to approve motions.
Many bylaws state that prior notice of meetings must be given and the number of days’ notice required. Be sure to follow that requirement, and ensure that the bylaws and other essential documents are provided in advance to give the inaugural board members time to review them.
|Your directors can attend the meeting remotely, and they can vote by proxy if your bylaws allow it. However, you should ensure that any directors not in attendance sign off on the minutes before filing them in your corporate records.|
During the meeting, you’ll work through each agenda item. Allow time to describe the purpose of each task and allow for discussion before casting votes.
Tap someone in attendance to take minutes. That person, usually named the secretary of the board of directors, should document the time and location of the meeting and the directors who were in attendance. That person should also record the votes, resolutions, and outcomes of each item that’s discussed and action items that are assigned to directors or others in the business.
Following the meeting, you can send the minutes to each board member for review and signed approval. Then, you’ll file the minutes in your corporate records.
What about future board of directors’ meetings?
Future meetings will follow a similar process. Send an advanced meeting notice, provide reading materials and an agenda before the meeting, and work through the agenda while a recorder or secretary takes detailed records of the minutes.
The same post-meeting processes will also apply. Send the meeting minutes to board members for review and signature and file the signed minutes in your corporate records.
|Interested in a template you can use to record your meeting minutes? Try this one from LawDepot.|
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