Minutes of Directors' Meeting

Legal forms for satisfying the minutes requirement of a directors' meeting.

If your business' directors are meeting, the decisions made must be recorded in the minutes of meeting. Choose from the following professional digital forms. A free boilerplate form is also provided for reference.

Professional Forms

These forms, provided by Nolo, are legally valid in your state, customizable to suit your needs, professionally written, and regularly updated by expert attorneys. Use these if you need to create an enforceable contract.

Free Basic Form Template

The form below is a very basic one, using boilerplate language, and is intended for educational purposes only. It has not been vetted by an expert, or updated. It may not be legally valid.


The Board of Directors of ______________________________ held a regular meeting at ______, (time) on _________, _____, (date) at _________________________________________ (place).

The following individuals, constituting the entire membership of the Board of Directors, were present at the meeting:



______________________________, the Corporation's President, chaired the meeting, and ______________________________, the Corporation's Secretary, served as Secretary of the meeting. The Secretary read a waiver of notice of the meeting that was signed by all of the directors and was directed to attach the waiver of notice to the minutes of the meeting. The President announced that a quorum of the directors was present and that the meeting could proceed with business. The Secretary distributed copies of the minutes of the previous regular meeting of the directors that had been held on ___________________, ______, (date) and upon a duly made and seconded motion, the minutes of the previous regular meeting were approved.

Next, the Board heard the report of ________________________ the Corporation's Treasurer, which included the report of _________________________, the Corporation's accountant, and was advised that as of the close of business on the ___________________, _____, (date) the Corporation had net profits of _____________________ dollars ($____________________________ ).

It was then RESOLVED, that a dividend of ______ cents per share is hereby declared on the outstanding common stock of this Corporation, the said dividend to be payable to shareholders of record at the close of business on the ___________________ day of __________________, ________, and shall be paid on the ______________________ day of __________________, _______.

It is FURTHER RESOLVED, that the Secretary is hereby directed to notify the shareholders that the dividend has been declared, and the Treasurer is hereby directed to pay the said dividend on the date specified above.

Next, the Board considered the re-appointment of ______________________ as President of the Corporation. ________________________ thereupon excused himself from the meeting and _________________________ replaced him as the Acting Chairperson. Upon a motion duly made and seconded and unanimously carried, it was RESOLVED, that the salary of the President of the Corporation is to be __________________ dollars ( $_______ ) per year, and that the term for which his employment shall continue under this resolution shall be one year.

Next, upon the conclusion of the vote on the above-described resolution, the President returned to the room and resumed the office of Chairperson of the meeting.

As no other business was before the meeting, a duly made and seconded motion to adjourn was carried.





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How It Works

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