This document provides a template for the minutes of a meeting of a company’s board
of directors that occurred or will occur via telephone conference. Minutes of a board
meeting are important to document what topics were discussed and what decisions
board members made. The secretary of the corporation usually prepares the draft
minutes and takes minutes during the meeting. This template form contains
opportunities to insert optional language and can be modified to fit the needs of any
corporation needing to record minutes for a board of directors meeting occurring via
telephone.
MINUTES OF A TELEPHONE CONFERENCE MEETING OF
THE
BOARD OF DIRECTORS OF
_________________________________
[Instruction: Insert Company name.] (the “Company”)
held on the ______ day of _____________, 2______ [Instruction: Insert date of meeting.]
The Board of Directors of the Company convened a telephone conference for the approval of the
financial statements of the Company for the fiscal period ended ________________.
[Instruction: Insert date fiscal period ended.] Throughout the Meeting, the Directors could
remain in voice contact with one another without any disruptions.
DIRECTORS PRESENT VIA TELEPHONE:
A quorum of directors was present, namely:
[Instruction: Insert names of directors present on call.]
DIRECTORS ABSENT:
[Instruction: Insert names of absent directors.]
CALL TO ORDER:
The Board of Directors Meeting by telephone conference was called to order at ________
o’clock [Instruction: Insert time meeting called to order.] a.m./p.m. by
____________________, [Instruction: Insert name of party calling meeting to order.] the
____________ [Instruction: Insert title of person calling meeting to order.] of the Board of
Directors.
A quorum of the directors being present, and all the directors of the Company having waived
notice of the meeting, the Chairman of the meeting declared the meeting to be duly constituted.
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1. THE MINUTES OF THE ________________ [Instruction: Insert Company
name.] BOARD MEETING AND NOTES FROM _____________________
[Instruction: Insert Board name.] BOARD TELEPHONE CONFERENCE:
The minutes of the ________________ [Instruction: Insert date of meeting minutes being
approved.] Board meeting were approved [Instruction: If meeting minutes were amended, add “as
amended” to the end of sentence.].
2. APPROVAL OF FINANCIAL STATEMENTS
At _________ [Instruction: Insert time motion made.] o’clock a.m./p.m. a motion was duly
made, seconded and unanimously carried, and the following resolution was passed by the Board
of Directors:
BE IT RESOLVED THAT:
the unaudited financial statements of the Company for the fiscal period ended
____________________, [Instruction: Insert end date of fiscal period.] which have been
prepared by the accountants of the Company, consisting of a Statement of Profit and Loss for the
period ended _____________________ [Instruction: Insert end date of Statement of Profit
and Loss.] and a Balance Sheet as of the end of such period, together with a draft of the
accountants' notice to reader be and the same are hereby approved, and the sole director is hereby
authorized to sign the Balance Sheet to evidence such approval, and be it further resolved that
the said financial statements be submitted to the shareholder of the Company.
3. THE FINANCIAL GOALS FOR THE COMPANY
_____________________ [Instruction: Insert name of person presenting financial goals.]
presented the financial goals for the Company for the fiscal year ________________.
[Instruction: Insert fiscal year.] The fiscal year goals included _________. [Instruction: Insert
company specific goals.]
4. OTHER INFORMATION ITEMS
______________________ [Instruction: Insert name of party requesting comments.]
requested any comments from the Board on the following information items:
(i)
(ii)
(iii)
(iv)
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(v)
[Instruction and Comment: Insert any items to be commented on. Delete if inapplicable.]
5. THERE WAS A MOTION TO __________________________________.
[Instruction: Insert title of motion.]
The motion was seconded and approved. or The motion was seconded. The motion passed with
_____ opposed and _____ abstention. [Instruction: Insert number opposed and abstained.]
6. ADJOURN
The meeting was adjourned at __________________ o’clock [Instruction: Insert adjournment
time.] a.m./ p.m.
Submitted by _____