What should board minutes include?

Include the date, time, and place, who was present and who apologised, whether a quorum was present, conflicts of interest and how they were managed, the decisions as resolutions, the points the board considered, and any actions with an owner and a due date. The chair signs the minutes after the board confirms them.

Should board minutes be a transcript?

No. Minutes record the decision and enough of the discussion to show why the board decided as it did. They leave out asides, jokes, and comments that were withdrawn. They do not attribute every sentence to a speaker.

When do company board minutes have to be signed in Australia?

Under section 251A of the Corporations Act 2001, minutes of a directors' meeting must be entered in the minute books within one month. If they are signed by the chair of that meeting or the chair of the next meeting, they are evidence of the proceeding, resolution, or declaration they record, unless the contrary is proved.

Free Board Minutes Template

Board minutes are the record of what the board decided, and enough of the discussion for someone who was not in the room to see why. This Word file is one full meeting, with a worked example you replace.

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What's in the template

Preview of the board minutes template showing attendance, a conflict declaration, and a confirmed resolution

One board meeting written out: attendance, apologies, quorum, and five items
A conflict declaration where the director leaves the room and does not vote
A resolution with the mover, the seconder, and the result, plus a report that was only noted
Notes on what to leave out, and when the chair signs under the Corporations Act

What the minutes need to show

Write the decision in the words of the resolution. Under it, write the points the board weighed, not a transcript of who said what. Someone reading it two years later, such as a new director, an auditor or a regulator, should be able to see what was decided and why.

If a director has a conflict, the minutes and the conflict of interest register both need it. Say what the board did. In the example, the director left the room for that item and did not vote.

Leave out asides, jokes, and comments that were withdrawn. If a sentence would be awkward read aloud later, it does not belong in the minutes. For a longer guide, see minute-taking essentials.

What each part is for

Attendance and quorum: Who was there, who apologised, and who came for one item only. Record that a quorum was present. If someone arrives late or leaves early, note it against the items they missed.
Conflicts of interest: Ask at the start, and again when the board reaches an item someone has an interest in. Record the interest, and whether the person stayed, left, or did not vote.
A resolution: The decision, then who moved and seconded it if that is how your board works, then whether it was carried, lost, or deferred. Record a dissent when there is one. You do not need each director's vote unless your rules require it, or someone asks for a poll.
A report that is only noted: Say what the board was told and what question it asked. If no decision was made, write that. The chief executive's report in the example is noted, not approved.
Confirmation and signature: The board confirms the minutes at the next meeting. The chair signs them. For a company, section 251A of the Corporations Act 2001 requires the minutes to be entered in the minute books within one month. Signed by the chair of that meeting or the next one, they are evidence of what they record, unless the contrary is proved.

During the meeting

The minutes can be written while the meeting is still going.

This Word file is the shape of the record. In Our Cat Herder the agenda stays on screen next to the minutes. You add an action from the item it came from, and the chair signs off in the portal. See how minute taking works.

Agenda on one side, minutes on the other: Jump to an agenda item and the minute-taking area follows. You are not switching between a Word file and the board pack.
Actions from the same screen: When the board asks someone to do something, you add the action against that item, with a person and a due date.
The chair signs, then the minutes lock: After sign-off, a change needs the chair to unlock the minutes. The edit and the new sign-off are both recorded.

Our Cat Herder minute taking, with the agenda on the left and the minutes on the right

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Frequently asked questions about board minutes

What should board minutes include?: Include the date, time, and place, who was present and who apologised, whether a quorum was present, conflicts of interest and how they were managed, the decisions as resolutions, the points the board considered, and any actions with an owner and a due date. The chair signs the minutes after the board confirms them.
Should board minutes be a transcript?: No. Minutes record the decision and enough of the discussion to show why the board decided as it did. They leave out asides, jokes, and comments that were withdrawn. They do not attribute every sentence to a speaker.
When do company board minutes have to be signed in Australia?: Under section 251A of the Corporations Act 2001, minutes of a directors' meeting must be entered in the minute books within one month. If they are signed by the chair of that meeting or the chair of the next meeting, they are evidence of the proceeding, resolution, or declaration they record, unless the contrary is proved.