Board meeting minutes template, and who fills in each part
This is a sample template for general information. It is not legal advice and may not be suitable for your situation or jurisdiction. Have it reviewed by a qualified professional before use.
Board meeting minutes are the board’s own record of a meeting: who was there, whether there was a quorum, each motion and how the vote went, and who signs. The template is free in Word and PDF, with a filled-in example and a note on who fills in each part.
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Rather not take notes by hand? Dalm is a Mac app that records the meeting — a call or a room — and drafts the notes from the transcript. Get early access
A recording can give you the draft — what was discussed and how each decision was worded; the quorum, the vote counts and the signatures are for the secretary to confirm. Dalm drafts from a recording: speech is recognised on your Mac and no audio is sent anywhere; the transcript syncs to our servers.
The template, part by part
Each part ends with who fills it in: the secretary by hand, or a draft from the recording that the secretary checks.
- Header — company name, meeting type (regular or special), date, place or call link, called to order at, chair, secretary — secretary; date and time can come from the recording.
- Attendance and quorum — directors present, directors absent, others present (officers, advisors, guests); quorum: present __ of __ directors, confirmed yes or no — secretary, from the room and the register.
- Conflicts of interest — declared conflicts and how they were handled, for example a director abstaining from an item — secretary.
- Approval of previous minutes — approved, or approved with corrections — secretary.
- Agenda items, one block each — materials presented; summary of discussion; motion in its exact wording; moved by and seconded by; vote for, against, abstained; result, carried or failed — the discussion, the motion and the names draft from the recording and are checked; the vote counts are the secretary’s.
- Resolutions adopted — “RESOLVED, that …”, word for word — draft from the recording; check the wording.
- Action items — action, responsible, due date — draft from the recording.
- Adjournment — “There being no further business, the meeting was adjourned at …” — secretary.
- Signatures — chair and secretary: name, signature, date — secretary.
The vote counts and the signature lines are blank for the secretary to fill in. What your minutes must contain is set by your bylaws and the rules your organisation works under. This layout is a starting point, not legal advice.
Board meeting minutes example
Example (fictional). Company, names and figures are invented. DRAFT — not approved.
| Company name | Northwind Software Ltd. |
| Meeting type | Regular |
| Date | Thursday |
| Place | Head office and video call |
| Called to order at | 16:00 |
| Chair | A. Romanov |
| Secretary | E. Kim |
Attendance and quorum
| Directors present | A. Romanov, E. Kim, T. Vlasova, P. Dorokhov |
| Directors absent | M. Shevchenko |
| Quorum | Present: 4 of 5. Quorum confirmed: yes |
Conflicts of interest. None declared.
Approval of previous minutes. Minutes of the previous meeting were approved.
Item 1. Quarterly budget
| Materials | Draft quarterly budget |
| Discussion | Proposal to raise marketing spend by 30% to enter a new segment. Objection: no proven return from current channels. |
| Motion | To approve the quarterly budget with the marketing line increased by 15%. |
| Moved / seconded | T. Vlasova / P. Dorokhov |
| Vote | 3 for / 1 against / 0 abstained |
| Result | Carried |
Item 2. External funding
| Discussion | Two scenarios: raise now at the current valuation or wait for quarter results. Risk of not reaching the next round discussed. |
| Motion | To postpone the decision on external funding until the quarter’s results are available. |
| Vote | 4 for / 0 against / 0 abstained |
| Result | Carried |
Resolutions adopted
- RESOLVED, that the quarterly budget is approved with the marketing line increased by 15%.
- RESOLVED, that the decision on external funding is postponed until the quarter’s results are available.
Action items
| Action | Responsible | Due date |
|---|---|---|
| Report on returns from marketing channels | T. Vlasova | Next board meeting |
Adjournment. The meeting was adjourned at 17:20.
The company, its directors and its figures are made up. The quorum and the vote counts are the example’s, not a rule.
How to fill it in
Board minutes record what the board did, not what it talked about, and every number in them comes from a count rather than from memory. Five rules come with the template:
- Record actions, not debate. Summarize discussion briefly; record motions and resolutions word for word.
- Quorum comes from the register, not from memory. Enter it by hand.
- Every vote gets numbers. For, against, abstained, and dissent if a director asks for it to be recorded.
- Conflicts of interest are recorded together with who stepped out of which item.
- Mark it as a draft until the minutes are approved and signed.
The board meeting agenda the minutes follow
Board minutes follow the agenda item by item, so the two share one order: call to order; attendance and quorum; the minutes of the previous meeting; reports; business carried over from last time; new business; executive session, if there is one; adjournment. Set the agenda in this order and the minutes almost write their own headings.
When this layout is the wrong one
For an ordinary working meeting, most of this is ceremony — use minutes for a working meeting instead. A committee of the board can use the same layout with its own name at the top; what the committee then brings to the board for a decision goes in a committee report. A nonprofit board has reports and a consent agenda of its own — see the nonprofit board minutes template. A meeting of shareholders or members, or a decision the directors sign without meeting, is a different document, and this template does not cover it.
Four mistakes that hold up approval
- Taking attendance from the recording. A recording carries voices; a director who was there but did not speak is not in it at all. Attendance comes from the room.
- Writing the discussion instead of the decision. The minutes carry what the board decided and the words it voted on; the transcript is a working file, not the record.
- Trusting a name you did not confirm. Until you say who a voice is, the name in its place may be the app’s guess; in the naming step a guess may be marked “Suggested by Dalm — check before you agree.” In the transcript and the summary a guess looks like any other name until you confirm or change it. Who moved a motion is worth checking twice.
- Correcting minutes after the board has approved them. See how minutes are circulated and approved.
Drafting board minutes from a recording
In Dalm, a template is a name and a line on what you need, in your own words. For a board that could be: “Who spoke to each motion, each motion worded as a decision, who moved and seconded it, action items with owners and dates. Leave the quorum and the vote counts blank.” The ready-made “Meeting minutes” template is a starting point you can edit. Depending on the kind of meeting, the app also offers a Minutes document of its own — the details of the meeting, who attended, the agenda and each decision worded out; check the attendance against the room. A template can run by itself with “Write it after every meeting” — worth switching on only if most of what you record is board meetings; otherwise run it “when you ask”.
The speech is recognised on your Mac and no audio is sent anywhere; the transcript syncs to our servers, and a language model writes the draft from that text. Edit it as text, then save it as Word (.docx), PDF or Markdown. What goes into the Minutes document is set out separately. If the board meets on Zoom, see recording a meeting on Zoom.
A recorder or board software: which one your board needs
Dalm is a meeting recorder, not board software. It gives the secretary a transcript of the board meeting and a draft of the minutes; the quorum, the vote counts and the signatures stay with the secretary. Board software, often called a board portal, is a shared space for running the board itself: board books sent out digitally, access to papers by role, voting online and documents signed online.
Board software is the better choice when the board needs those things in one place: directors reading the board book before the meeting, a committee seeing only its own papers, a vote taken between meetings. That is the board’s process, and a recording does not cover it.
A small board — a nonprofit, a homeowners association, a young company — that keeps its papers in shared folders and approves the minutes at the next meeting may need only the minutes side: the template on this page for the layout, a recording for the wording, the secretary for the counts. If the board already works in board software, the two sit side by side: record in Dalm, check the draft, save it as Word or PDF and file the approved minutes where the board keeps its records. For a nonprofit board, see the nonprofit board minutes template; for an association of homeowners, HOA meeting minutes.
What is left once the minutes are approved
No audio was sent anywhere. Speech is recognised on your Mac, and the audio is deleted once the text exists. The transcript is text in your account on our servers, and it stays there until you delete the meeting. A deleted meeting waits in “Recently Deleted” for 30 days and can be restored. After that the transcript, notes and documents are erased from our database and file storage; copies in our backups can stay for up to 30 days longer. The minutes you saved as a file stay wherever you saved them.
Free, Pro or Team
What changes between plans and their prices is set out separately. A board office that works as a group can keep its templates in one shared space — see templates for a team. What a founder gets after a board meeting, an investor call or an all-hands is on the page for founders.
Questions
- What goes in board meeting minutes?
- The meeting's details, who attended, whether there was a quorum, the minutes of the last meeting, reports, each motion with who moved and seconded it and how the vote went, action items, and when the meeting closed, signed by the secretary. What your minutes must contain is set by your bylaws and the rules your organisation works under; the template above is a starting point.
- Can I record a board meeting to write the minutes?
- Whether to record is for the board to decide before the meeting, and the rules on recording a conversation depend on where you are — see recording consent laws. If you do record, the recording gives you a draft; the minutes are still what the board approves.
- Can software work out the quorum and the votes?
- Check both against your own count, whatever a draft says: attendance comes from the room, and a recording holds only the people who spoke. Where the meeting summary has a place for vote results, a person fills it in. The minutes are the secretary's to confirm and the board's to approve.
- What happens to the recording once the minutes are approved?
- No audio left your Mac, and it is deleted once the text exists. The transcript is text in your account on our servers until you delete the meeting; a deleted meeting can be restored for 30 days, then it is erased from our database and file storage, and copies in our backups can stay up to 30 days longer.
- Can I keep my own layout for board minutes in the app?
- Yes. Save it as a template: a name and what you need in your own words. Run it when you ask, or switch on "Write it after every meeting". Minutes you get can be edited and saved as Word, PDF or Markdown.
- Do I need a board portal to keep board minutes?
- Not for the minutes themselves. A board portal runs the board's process — board books sent out digitally, access to papers by role, voting and signing online. The minutes need a layout, a record of what was said and the secretary's own count of the quorum and the votes: the template on this page gives the layout, and a recording, if the board agrees to one, gives a draft. Dalm is a recorder for that draft, not a board portal.