What Is a Board Meeting?

Board meeting notices in New York can be delivered through multiple methods including personal delivery, email, telephone, or mail, depending on what the bylaws authorize. The organization must document that notice was properly delivered to all board members, creating a record that demonstrates compliance with legal requirements. Electronic delivery has become increasingly common and acceptable under New York law, provided the board has authorized this method. The timing of notice is critical because it establishes the validity of the meeting and any decisions made during it. Organizations should maintain detailed records showing when and how each board member received notice.

New York law permits emergency board meetings with shortened notice periods when urgent business matters require immediate attention. Emergency meetings must still provide notice to all board members, though the timeframe may be reduced to 24 hours or less depending on the circumstances. The board must document the reason for the emergency and the justification for shortened notice in the meeting minutes. Directors who do not receive adequate notice may challenge the validity of actions taken at an emergency meeting, so organizations should exercise caution and ensure all members are informed even in urgent situations.

Board members can participate in meetings either in person or, under New York law, through remote means such as videoconference or telephone conference if the bylaws permit. The organization must count all participating members, whether present physically or remotely, when determining if a quorum exists. If a board member leaves the meeting before voting concludes, the organization must reassess whether a quorum remains present. Directors must remain engaged throughout the meeting to ensure that quorum is maintained during all business conducted. Documentation of attendance and quorum verification should be included in the official meeting minutes.

Board members vote on matters brought before the board, and New York law requires that voting procedures be fair and properly documented. Most board actions require approval by a majority of the quorum present, though certain significant matters may require a supermajority or unanimous vote as specified in the bylaws. Each board member typically has one vote, and voting must occur openly or by roll call so that the record reflects how each director voted. Abstentions and recusals should be documented when conflicts of interest exist. The board must prepare formal resolutions documenting all votes and the outcomes of each decision made during the meeting.

Board meeting minutes must include the date, time, and location of the meeting, the names of directors present and absent, and verification that proper notice was provided. The minutes should document all matters discussed, the substance of any presentations or reports, and the specific votes taken on each item of business. Any conflicts of interest disclosed by directors must be noted, along with how those directors participated or abstained from voting. The minutes should also reflect any significant business decisions, approvals of contracts, financial matters, or policy changes. Organizations should ensure that minutes are clear, comprehensive, and prepared promptly after the meeting concludes.

New York law requires that board meeting records be retained for a specified period, typically at least six years or as required by applicable regulations. These records must be accessible to board members and, in many cases, to shareholders who have a legitimate right to inspect corporate records. Organizations should maintain both original signed copies and backup copies of all meeting documentation. Electronic storage of records is acceptable provided the organization maintains the integrity and authenticity of the documents. Failure to maintain proper records can result in legal penalties and may undermine the organization's defense in litigation.