Taking Notes in Board Meetings? Shredding Documents?

September 9, 2010

As an expansion stage CEO or CFO — whether you’re new to Board meetings or a veteran — you might be tempted to take notes during certain discussions, or doodle during others. Since few of us are blessed with premonitions about future litigation (in which all of our notes could be gathered and interpreted by a nasty litigator), it’s best to exercise the utmost prudence in note-taking.

This great post on Corporate Board by Greg Samuel contains some tips and best practices process ideas about what should and shouldn’t be included in your notes. Keep in mind that the best records of board meetings are corporate board meeting minutes and most attorneys will advise that those should be the only board meeting documents to be retained.There may be times when you might still want to take personal notes. In those cases…

  1. Be clear.  Eliminate any ambiguity in your notes. Document both sides of a controversial discussion as well as conclusions reached.
  2. Be neat. Avoid jumbled verbiage and scribbles that may make little sense or can be misinterpreted when the context of the notes has long been forgotten.
  3. Be brief. Coalesce key points on a single page. Any discussions subject to attorney-client privilege should be noted in both minutes and personal notes. No further elaboration should be made.
  4. Be consistent. It could be a red flag in hindsight or future discovery proceedings if you take copious notes in some meetings and none in others.
  5. Be discreet.  Documents and materials used during meetings will be included as part of your company’s board minutes. Once the board minutes have been drafted and approved, and they accurately reflect what transpired during the meeting, it is appropriate to discard hand-written notes. On the other hand, if you’ve decided that you still want to retain your notes and are later sued, it’s probably not so appropriate to suddenly decide to start shredding your notes (think of some recent scandals and you’ll understand why).

There is another thing to consider if you’re the CEO of a startup and are still drafting your own Board minutes.Look into hiring an outside attorney to take care of this for you. Their attention to detail and knowledge of corporate law might just save you headaches, time and money in the event an unforeseen lawsuit arises in the future.

If you’re a startup or expansion stage company, some of these formalities may seem to be…well….just formalities, until you go through a painful litigation process. Keeping these simple tips in the back of your mind can make a big difference!