Super. Thanks!

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The CEO (and the other smart Board members) should vote with the majority when they know the question has sufficient support to pass.

Board notices, agendae, minutes have to be filed in a Corp Minute Book which is usually paper copy and digital copy. The CEO’s secretary should do this for the corporation and any wholly owned corp subsidiaries.

This Corp Minute Book should be inspected by the CEO quarterly.

For a public company, there is an affirmative duty to hold everything for 7 years. It is a good policy to destroy nothing before that date.

The best thing with the Board is full, controlled disclosure of everything hence the 25-30 agenda items while controlling the discussion.

I would play no games with the board as there are allies who will come in handy in the future. A good CEO should control his board. Period.

I would have exquisite controls of all paper, excellent controls of ACCESS to all digital info, and written agreements with Directors as to their inability to keep other files. They can use the digital files.

Very few companies really have much in the way of confidential, proprietary, trade secret info — less that should come into contact w/ the Board,.

BRC
http://www.themusingsofthebigredcar.com

> one, two, three, four, seven.

maybe you mean, that on a seven person board, four votes is a majority so that when the first four votes agree the voting is over and vote seven is from the CEO who “stands with the majority”? Is that the detailed translation?

For these board minutes, written board agreements, on paper, etc., how are those stored? On in manilla file folders, by the secretary of the board or the CEO’s secretary or the CEO, in a file drawer? Is there some special legal requirement for those papers, e.g., must be in a fire proof safe, photocopied with the copies stored securely off site?

Since there is greatly reduced use of paper and a lot of use of e-mail, are there some legal requirements for handling the e-mail copies?

Since e-mail messages can become evidence in legal proceedings, mostly want to be careful about what categories of e-mail are kept. Then, maybe, e-mail for the board meetings should be kept in its own e-mail account so that legal action for the board e-mail traffic can get only that traffic and not lots of other e-mail?

For a startup, monthly board meetings? Gee, a big chunk of time away from the real work.

I was hoping that the board meeting would consist of the CEO reporting the bare bones financials and then progress on the major business metrics, e.g., number of Web site users per day. Then, DONE. For the mud wrestling we’re having getting high performance, parallel SQL Server to work — give the board the mushroom treatment, in the dark and fed BS.

How about a really uncomfortable board room, say, too hot in summer and too cold in winter, maybe with some loud fans blowing or car or train traffic just outside, to make the members as distracted and uncomfortable as possible as a way to have the meeting do less and end early. Good idea?

Giving lots of information to board members on paper or via e-mail sounds like one heck of a risk of a security leak. So, maybe try to minimize such?

http://themusingsofthebigredcar.com/shop-talk-boards-a-pragmatic-checklist/

With 33 years of dealing with public and private company boards you are going to learn a thing or two. Trust me on this.

BRC
http://www.themusingsofthebigredcar.com