Board Minutes and Written Consent at a glance
| Point | Board Minutes | Written Consent |
|---|---|---|
| Purpose | Records discussion and action at a board meeting. | Records board action approved without a meeting when permitted. |
| Process | Notice, attendance, quorum, deliberation, votes, and conflicts may matter. | Required signatures or approvals and effective timing must be confirmed. |
| Content | Meeting details, materials considered, recusals, resolutions, and vote result. | Recitals, resolutions, exhibits, signatures, and effective date. |
| Best fit | Useful when discussion, presentations, or differing votes should be recorded. | Useful for discrete actions when directors can approve in writing. |
| Records | Keep notices, agenda, materials, draft and approved minutes, and exhibits. | Keep the complete signed consent, exhibits, delivery record, and corporate-book copy. |
Documents to put side by side
- The current draft or signed document for each option.
- Definitions, schedules, amendments, approvals, notices, and incorporated policies.
- A written business objective, timeline, cost model, and risk list.
- The primary source or professional advice that applies to the jurisdiction and facts.
Sources to verify
Use primary or authoritative sources to confirm current forms, filing instructions, agency rules, and legal definitions before acting on a general guide.
When professional help is useful
Use qualified advice before relying on a comparison for enforceability, tax treatment, worker status, privacy transfers, securities, regulated disclosures, litigation strategy, or a material transaction.
Before sharing records
- Keep originals in a controlled file and review a clearly dated working copy.
- Redact sensitive data unless the recipient is authorized and needs it.
- Label each document with its date, parties, version, jurisdiction, and status.
- Ask one focused question and identify the desired business outcome.