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. This article is focusing on the first option displayed, "Create New Board Meeting Minutes."
Under "Create New Board Meeting Minutes," you'll see that you have the ability to "Hold for Secretary Approval." Choosing this means that the platform 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 the platform won't hold up pending workflows in the interim (so you'll be able to move forward with related workflows faster).
2. Record Meeting Attendance
The list of Board of Directors will appear. Check off all of the Board Members who attended. You will also record whether there was an Execute Session, and you can add any other attendees who aren't board members.
3. Record Meeting Details
This step asks for various information related to the meeting, like the date, time, location, leader, and secretary.
4. Enter Minutes
This screen provides a text box within which the secretary can record the details of the meeting. Please note that you must click Continue in order to save your work and proceed to the next step.
5. Approve and Add Resolutions
Resolutions related to past/active workflows appear on this page at the bottom of the screen. Drag the resolutions that were addressed during the meeting up to the "approved" section. You can rearrange them however you like.
In addition, you can add custom resolutions by clicking the Create Resolutions button. To add a global Whereas Clause, click the Add Global Whereas Clause button.
6. Add Meeting Materials
This is an optional step where you can upload documents that are related to the meeting minutes. If you don't have any documents to upload, simply continue past the step.
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.
8. 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, the platform 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 by the board.
If the Secretary chooses to hold their signature in escrow, the platform 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.
Once the Secretary has signed and/or the workflow has released the escrowed signature, the process is complete and the Board Meeting Minutes are available in your company's 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.
Screenshots are for illustrative purposes only.
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