Startup Boards, 2nd Edition

Chapter 18Motions and Votes

While a startup may not need a highly formal board meeting, there are still some formal aspects of the meeting that the board should incorporate and follow. These include

• Notice: Provide board members advance notice of the meeting, especially if any votes require shareholder approval.
• Quorum: Ensure that you have a quorum of the board. While this is often a majority, there are cases where the number of board members that constitute a quorum is defined in the organizing documents.
• Agenda: Distribute the agenda in advance of the meeting.
• Minutes: Take minutes of the meeting, including a formal record of any motions, votes, and approvals. Outside counsel or the company's general counsel records the minutes.

Robert's Rules of Order

A parliamentary procedure called Robert's Rules of Order¹ governs board meetings. Authored and published by a brigadier general, Henry Martyn Robert, in 1876, these rules have stayed primarily the same over the years. Ironically, Robert wrote the manual in response to his poor performance in leading a church meeting and resolved to learn about the parliamentary procedure before attending another meeting.

Robert's Rules of Order are rules for conduct at meetings that allow everyone to be heard and make decisions without confusion. This approach is a time-tested method of conducting formal business at board meetings, easily adaptable to the style and needs of the company.

Organizations using Robert's Rules of Order typically ...