Instant board meeting

Now that I have my very own company, I get to do fun stuff like hold board meetings. Only thing is, I’ve never been on the board of directors of anything before. My knowledge of how to have a board meeting was limited to my SCORE counselor telling me that I needed to have an annual board meeting or else unspecified bad things would happen (probably the IRS deciding my company wasn’t really a company – this seems to be a major theme). I vaguely remember something involving minutes and motions and seconding them when I went to 4-H meetings. Around age 14 I also read Robert’s Rules of Order apparently for fun, as I can’t remember any compelling reason why it was required other than for dramatic showdowns at 4-H meetings which never occurred. I wasn’t even sure when I needed to have a board meeting – one per calendar year? one per year my company was in business? – so I made December 31st my deadline to figure this thing out.

It seemed to come down to having the right kind of documentation, since it’s trivially easy to sit down and have a board meeting with yourself. What you really need is a record that you sat down and had the board meeting with yourself. First, you need to either announce a board meeting some amount of time in advance or else get a waiver of notice unanimously signed by all of the directors of the company. (It seems like you can do a lot of things if the board of directors unanimously agrees to it in writing.) Then you need minutes of the meeting, saying where and when it was held, and who attended. It seems like a good idea to have at least one motion recorded, although it is a bit strange to second your own motion. Then you adjourn the meeting, and get all your board of directors to sign the minutes. Ah, yes, you also want a roster saying who attended to make it clear that a quorum of the directors attended.

All that being said, you don’t want to make up your own documents for this because there are probably tricky and subtle issues of wording. On the other hand, this is 2007, so I was quite certain that for something this simple, I could find some sort of Creative Commons licensed documents instead of paying some ridiculous web site $15 a pop. And indeed, that was the case! Docstoc.com requires registraton, but is otherwise filled with conveniently licensed free legal documents – and you can upload your own too.

For anything more complicated, such as service contracts or operating agreements, you still should find yourself a good lawyer and pay her or him a sum of money which is absolutely trivial when viewed from the perspective of how much money you could lose with a flawed contract. I’m particularly lucky because my law firm Swider Medeiros Haver, specializes in open source businesses and intellectual property. The law is evolving rapidly with regard to software and copyright in general, so it really pays to have a lawyer who keeps up to date with the case law in this area. At a more basic level, most lawyers are still having a hard time wrapping their brains around open source – “Wait – you want me to help you *give away* your *property*? AAAAA!!!” (head explodes) – so it’s nice to avoid the initial standing-on-a-chair-screaming aspect of talking to a lawyer about your open source based business.

I’m actually beginning to like the business aspects of running a business. I’m not sure what it is that I like about learning and performing the baroque incantations needed to ward off the evil eye of the IRS and the necromancy of liability lawsuits, but I’m enjoying it. I held my first board meeting on Christmas day, and it was the best present I’ve had in years.

5 thoughts on “Instant board meeting”

  1. Congratulations!

    I found your experience very interesting. And the link to docstoc.com.

    I see you didn’t mention having bylaws, or electing officers, so your journal entry got me wondering, and researching. It appears to me that you have an limited liability company (www.leg.state.or.us/ors/063.html), not a corporation (www.leg.state.or.us/ors/060.html). I found no requirement for an annual meeting for a company, as there is for a corporation.

    In particular, 63.771 (Limited liability company records) doesn’t mention annual meeting minutes, but 60.771 (Corporate records) does. In fact, 63.130 says “Unless otherwise provided in the articles of organization or any operating agreement, action requiring the consent of members or managers under this chapter may be taken without a meeting.” Of course I haven’t looked at your articles of organization. :)

    But if you do really need an annual meeting, you likely need bylaws, and officers (60.371 Required officers…president and secretary). And the sample minutes I saw at docstoc.com could stand some improvement. If you find you really need these things (bylaws, officers, meetings, minutes), find sample bylaws and minutes (not tailored to corporations, but with some good pointers and tips that could be used) at: http://www.paulmcclintock.com/resources.htm (see links for “bylaws” and “secretary”).

    I’m no lawyer, and nothing here should be considered legal advice. Just my observations.

  2. Re: Congratulations!

    I just checked my operating agreement, and Indeed, it says nothing about annual board meetings. VAH is a member-managed LLC and I’m managing it! I assume the vague memories I have about this were directed towards people setting up corporations.

  3. Hi there — I’ve added you to my friends list, if that’s OK. I started reading your “Confessions of an OS Junkie” blog after we met at Norwescon a few years ago; I think we talked at a few panels on technology and politics.

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