What Belongs in a Board Decision File?

A board resolution should be supported by a complete decision record.

Before the meeting

• Notice and agenda
• Background memorandum
• Draft agreement or transaction documents
• Financial, legal and operational analysis
• Conflict-of-interest disclosures

During the meeting

• Attendance and quorum record
• Questions, material discussion and advice considered
• Conflicts, abstentions and recusals
• Motions and voting results

After approval

• Final minutes and resolution
• Secretary’s certificate when needed
• Signed contract, filing or implementation evidence
• Follow-up report on conditions and deadlines

Continue with the Corporate Governance hub.