How do I run a board after the first priced round?

Quarterly meetings, a monthly written update in between, and unanimous written consent for the routine items so meetings are spent on decisions. Minutes record what the board considered and decided, not a transcript. Keep legal advice out of the deck by reference rather than in it, because board materials are discoverable. The discipline is light. Skipping it is what costs you in diligence.

Before the priced round your board was you and a co-founder, and the minutes were an afterthought. After it, the board is a body with an outside director, a fund representative, and a record that a buyer's counsel will read line by line in three years.

The work is not heavy. It is just consistent.

Cadence

Four formal meetings a year, scheduled for the whole year in advance, plus a short written update in the months between. The update is not a meeting and does not need a deck. It is revenue, cash, runway, headcount, and the two or three things you want the board to know before they read about them.

Scheduling the year in advance sounds trivial. It is the single change that most improves board quality, because it converts board work from a scramble into a calendar item and gives you a reason to have numbers ready on a known date.

Consent versus meeting

Routine, uncontested items go by unanimous written consent: option grants at a valuation already established, ordinary banking resolutions, adopting a plan amendment everyone has agreed to. That keeps meetings for the things that deserve discussion.

Anything consequential belongs in a meeting with a real discussion: a financing, a sale or an approach from a buyer, executive compensation, a significant hire or departure, litigation, a related-party transaction, or anything where a director has a conflict. The reason is not formality. It is that a decision reached in a documented discussion, with the conflicts disclosed and the conflicted director recused, is defensible later. A consent signed by email is not, when the question is whether the board actually considered the issue.

What goes in minutes

Minutes record who attended, what was presented, that the board discussed it, what was decided, and who abstained or recused and why. They are not a transcript, and a transcript is worse than useless because it preserves every half-formed statement made in a room.

Two specifics worth getting right. When a director has an interest in a transaction, the minutes should show the disclosure, the recusal, and the approval by the disinterested directors. That is what makes the transaction defensible. And when the board receives legal advice, the minutes should say counsel advised the board on the matter, not what counsel said. The first preserves privilege. The second puts your legal analysis into a discoverable document.

What never goes in a board deck

Board materials are discoverable. Assume every deck will be read by an adversary. Keep out of it: your own assessment of litigation exposure, unfiltered characterizations of legal risk, projections you cannot support, speculation about competitors' conduct, and anything about a person that you would not want that person to read in a deposition. If the board needs the legal picture, counsel delivers it verbally or in a separately labeled privileged memo, not in the operating deck.

What to build in the first year

Directors and officers insurance before your first outside director takes a seat. Indemnification agreements for each director. A 409A valuation refreshed annually or on any material event, from a valuation firm. An option grant process where grants are approved before the employee is told the number. Committees can wait, and audit and compensation committees usually make sense at Series B rather than Series A.

Where the line is

If you have one outside director and a quarterly rhythm, this is a few hours a quarter and mostly a calendar and a template. If you have a year of missed meetings, grants approved after the fact, and no minutes since the closing, that is a cleanup, and it is much cheaper now than during diligence with a term sheet on the table. What missing approvals actually cost you is on the corporate formalities page.

What I do

I run board governance for founder-led and private-equity-backed companies: the calendar, the materials, the minutes, the consents, the indemnification and insurance, and the record that holds up in diligence. This is usually part of a fractional general counsel retainer rather than a separate matter. The practice page is fractional general counsel.

Talk to Ian

Tell me who is on the board, when you last met, and whether the minutes are current. Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.