· Meeting Minutes

This article will show you step-by-step how to use the "Record Board Meeting Minutes" workflow.

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.

1. Let's get started

Navigate to the "Record Board Meeting Minutes" workflow under "Governance" on the "Available Workflows" page.

Under "Add New Board Meeting Minutes," you'll see that you have the ability to "Hold for Secretary Approval." Choosing this means that Shoobx 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 won't hold pending workflows until they sign (so you'll be able to move forward with related workflows faster).

2. Record Meeting Details

The list of Board of Directors will appear. Check off all of the Board Members who attended. You will also record the Meeting Date at this step.

You will have an opportunity to add other attendees later in the workflow.

3. Approve Resolutions

Resolutions related to Shoobx workflows appear on this page. Drag the resolutions that were addressed during the meeting up to the "approved" section. You can rearrange them however you like.

You will have an opportunity to add custom resolutions later in the workflow. 

4. Review the Approvals

In the event that you have marked pre-seeded resolution as Approved, you will be taken to a Review page. Here, you will want to pause to confirm you have marked the correct resolutions as "Approved."

When you select "Release Shoobx Workflows" any workflows in Shoobx that were on hold pending these approvals will move forward. This action cannot be undone. 

Make sure you review these carefully, using the back button to make any necessary changes.

5. Record Meeting Attendance

Indicate if there was an Executive Session. If so, you will have an opportunity to enter a summary of the executive session and indicate where you would like it to be placed in the meeting minutes document (beginning or end).

Add the names of any other attendees and indicate who participated remotely (via conference call, Zoom, etc.). 

 6. Record Meeting Details

 7. Enter Minutes

Meeting minutes are entered at this point in the workflow. 

The text is not saved until you click "Continue." We recommend you prepare the notes outside of Shoobx and then paste them here.

8. Approve and Add Resolutions

This section allows you to add resolutions from outside of Shoobx--in other words, resolutions that did not show up during step 3. To add a new resolution, click the Create Resolutions button. To add a global Whereas Clause, click the Add Global Whereas Clause button.

9. Record Votes 

Shoobx assumes an unanimous approval. Each resolution has a "Record Voting" button to mark abstentions and dissensions. Shoobx resolutions approved in the earlier step cannot be unapproved, but votes can be recorded.

10. Add Meeting Materials (Optional)

Any documents that are not specified as Exhibits in the Approve Resolutions step can be added here. They are included in the data room with the meeting minutes. 

 11. 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. 

12. 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, Shoobx 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.

13. 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 in Shoobx.

If the Secretary chooses to hold their signature in escrow, Shoobx 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.

14. Completion

Once the Secretary has signed and/or Shoobx has released the escrowed signature, the workflow is complete and the Board Meeting Minutes are available in your Shoobx 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. 

Additional Resources:

Consents for Board or Stockholders

Governance

How to Upload Previously Issued Shares but Generate a Board Consent