# Board meeting minutes in the US: state law and good practice

**What does US law require of corporate board meeting minutes, and who can see them?** Board meeting minutes in the US are set by the law of the state where the corporation is incorporated. Delaware requires an officer to record directors' meetings, files unanimous written consents with the minutes, and lets stockholders with a proper purpose inspect board minutes. Virginia, Maine and Arizona make them permanent records. Your corporate secretary or counsel answers for your own corporation.

Published 2026-09-26 by EdCitation. https://edcitation.com/newsletter/board-meeting-minutes-in-the-us

Board meeting minutes in the US answer to state law, not federal law: the corporation law of the state where the company is incorporated says who records the minutes, how actions taken without a meeting are filed, and who may inspect them. For corporations formed in Delaware that is the General Corporation Law. Listed companies add stock exchange rules and SEC disclosure on top.

This guide is published by EdCitation. Every statute, opinion and rule below was read where it is officially published, on 26 September 2026. None of it is legal advice: the corporate secretary or corporate counsel answers for your corporation, and your certificate of incorporation and bylaws come first wherever the law allows. For the job in the room, see [how to take meeting minutes](https://edcitation.com/newsletter/how-to-take-meeting-minutes); for the elements every set needs, [what to include in meeting minutes](https://edcitation.com/newsletter/what-to-include-in-meeting-minutes).

No minute, consent or resolution is ever written by EdCitation. Two of its free tools touch a board's paperwork: [Check your paper](https://edcitation.com/check) pulls the rules out of a set of written instructions, and [Cite a source](https://edcitation.com/cite) formats a reference to a statute that a board paper leans on. Both were tried on real documents for this guide, and their results, faults included, are quoted below.

## Which law governs board meeting minutes in the US?

The law of the state of incorporation governs, with the corporation's certificate and bylaws; a Delaware corporation follows Title 8 wherever its offices are. Federal securities law adds disclosure for listed companies but, in the rules we read, does not dictate the minutes themselves.

| Requirement | Where it comes from | What it means for the minutes |
| --- | --- | --- |
| An officer records the proceedings of directors' meetings in a book | Delaware, 8 Del. C. §142(a) | The bylaws name the officer, usually the secretary |
| Action without a meeting by unanimous written or electronic consent | Delaware, §141(f) | Each consent is filed with the minutes, in the same form |
| Joining by conference call or other equipment where all can hear each other counts as presence | Delaware, §141(i) | Record who took part remotely |
| Electronic minute books, if convertible to legible paper | Delaware, §224 | Print on request for anyone entitled to inspect |
| Stockholders with a proper purpose may inspect board minutes and materials | Delaware, §220 | Write every minute as if a stockholder will read it |
| Board minutes and actions without a meeting kept as permanent records | Virginia §13.1-770; Maine tit. 13-C §1601; Arizona §10-1601 | No retention period ends the duty |
| Board meetings counted; directors below 75% attendance named | SEC Regulation S-K, Item 407(b) | Attendance records feed the proxy statement |
| Regularly scheduled executive sessions | NYSE Listed Company Manual, s. 303A.03 | Record that each session was held |
| Statutes and rules a board paper cites | Good practice | [Cite a source](https://edcitation.com/cite) builds the reference |

## What does Delaware's General Corporation Law say about minutes?

Delaware says little about what minutes contain and more about who keeps them and who may read them.

### Recording the proceedings: section 142

Section 142(a) gives one of the corporation's officers the duty to record the proceedings of stockholders' and directors' meetings in a book kept for the purpose; the bylaws or a board resolution set the officers' titles and duties. The sentence names stockholders and directors only; committee minutes enter through section 220, which covers minutes of "any committee".

### Action by unanimous written consent: section 141(f)

Unless the certificate or bylaws restrict it, a board or committee may act without meeting if every member consents in writing or by electronic transmission, signed and delivered in any way section 116 permits. A director may make a consent take effect later, no more than 60 days after the instruction, and may revoke it until then. After the action, the consents are filed with the minutes, in the paper or electronic form the minutes are kept in.

### An electronic minute book: section 224

Section 224 allows minute books on any storage device, network or database, distributed ones included, if the records can be converted into clearly legible paper within a reasonable time. A paper version that accurately portrays the record is admissible in evidence as if it were the original.

## Who can inspect board minutes under section 220?

Stockholders and directors can, within limits. Section 220 was rewritten by the act approved on 25 March 2025 (85 Del. Laws c. 6), which now lists the "books and records" a stockholder may demand: among them, minutes of any board or committee meeting, records of their actions, and materials given to the board or a committee in connection with its actions. Stockholder meeting minutes and financial statements are limited to three years; the board minutes line has no such limit. The act does not apply to demands made on or before 17 February 2025.

The demand must be written, under oath, in good faith and for a proper purpose, describe the purpose and records with reasonable particularity, and seek records specifically related to it. The corporation may set reasonable confidentiality terms and redact unrelated parts. Directors have their own right to inspect for a purpose reasonably related to the role (§220(d)).

### When there are no minutes

If a corporation lacks board minutes, the Court of Chancery may order records that are their functional equivalent, as far as the stockholder's purpose makes necessary and essential (§220(f)). The Delaware Supreme Court reached the same place in KT4 Partners v. Palantir (2019): a company that keeps traditional minutes and resolutions can usually answer a demand with them, but one that does its formal business by email may have to produce the emails, and has "no one to blame but itself". The court added that having no documents at all on why and how a board authorised a step can itself support an allegation that it was never properly authorised.

## What do states under the Model Business Corporation Act require?

Many states base their codes on the Model Business Corporation Act, whose section 16.01 covers corporate records. We could not read the Act itself: the American Bar Association's pages refused our requests on 26 September 2026. So we read three state codes whose records sections share their wording, without claiming how closely each follows the current model.

Virginia (§13.1-770, last amended in 2026), Maine (tit. 13-C, §1601) and Arizona (§10-1601) each require a corporation to keep, as permanent records, minutes of all shareholders' and board meetings, a record of actions taken without a meeting, and a record of actions a committee took in the board's place. Records may be kept in another form if they can be converted into paper or written form.

Access is narrower than in Delaware. A Virginia shareholder may inspect excerpts of board minutes only after holding shares for six months or holding 5% of the voting shares, in good faith, for a proper purpose described with reasonable particularity and directly connected with the records (§13.1-771). The articles and bylaws cannot limit that right.

## Why do minutes that show deliberation matter?

They matter because the business judgment rule presumes that directors were informed, and minutes are among the records a stockholder can demand to test it. The Delaware Supreme Court restated the rule in Maffei v. Palkon (2025), quoting Aronson v. Lewis, a 1984 decision: it presumes that directors making a business decision acted on an informed basis, in good faith and in the honest belief that the action served the corporation's best interests. Whoever challenges the decision must rebut that presumption.

The rule does not mention minutes; the link is evidence. Section 141(e) fully protects a director who relies in good faith on the corporation's records and on reports from officers, committees or experts chosen with reasonable care, and section 220 lets a stockholder read the minutes and board materials to see whether that happened. We could not read *Smith v. Van Gorkom*, the classic Delaware case on an uninformed board, at a source that let us in, so we leave it out.

### What a minute of a deliberation can show

These are our suggestions, drawn from the sections and opinions above; counsel may want more or less.

1. The papers the board received, with titles and dates, and when they went out.
2. Who presented, and which outside advisers attended.
3. The main questions directors asked, in summary.
4. Any director's interest and what was disclosed (one of the safe harbours in the 2025 text of §144 turns on disclosure and approval by disinterested directors).
5. The resolution in the exact words adopted, and the vote.

No minute guarantees the rule's protection, and a minute claiming a deliberation that never happened is worse than a short one.

## How are executive sessions minuted?

Record that the session was held, when and who attended; how much more to write is for the board and its counsel. The New York Stock Exchange (n.d.) asks listed companies to affirm that they hold regularly scheduled meetings of their non-management or independent directors, under section 303A.03 of its manual. The Nasdaq rulebook refused our requests.

A committee charter often sets its own sessions. The audit committee charter of Darden Restaurants (2025) requires the committee to meet at least five times a year, to meet privately in executive session at least annually with the general counsel, the chief financial officer or controller and the chief compliance officer, to meet privately at least quarterly with the independent auditor and the head of internal audit, and to keep minutes of its meetings. The year's minutes should show each required session took place.

## How is legal advice handled in board minutes?

With counsel, before the meeting. Privileged advice recorded in minutes is not beyond a stockholder's reach in Delaware. In Wal-Mart Stores v. Indiana Electrical Workers (2014), the company answered a section 220 demand with board and audit committee minutes, most of them highly redacted without explanation. The Delaware Supreme Court held that the *Garner* doctrine applies in section 220 actions: a stockholder who shows good cause may reach privileged material to prove fiduciary breaches by those in control. It called the exception narrow, exacting and intended to be very difficult to satisfy, and said the court first decides which records are necessary and essential.

For the minute-taker, redactions should be explicable, and how advice is recorded (in the minutes, in a separate privileged document, or only as a note that advice was given) is corporate counsel's decision. The 2025 rewrite of section 220 came after *Wal-Mart*; how the two fit is a question for counsel.

## What does the SEC ask about board meetings?

The SEC asks public companies to disclose meeting counts and attendance, not minutes. Under Item 407(b) of Regulation S-K, a company states how many board meetings, regular and special, it held in the last full fiscal year and names each incumbent director who attended fewer than 75% of the board and committee meetings they served on. It says whether it has standing audit, nominating and compensation committees, who sits on them and how often each met, and under Item 407(d) whether the audit committee has a charter. Minutes of every meeting, telephone and committee meetings included, supply those figures. Nonprofit boards and Form 990 have a guide of their own.

## Our example: a written consent record

This example is ours. The corporation, the lease and the dates are invented, and the directors appear by role.

```text
QUILLFEATHER INSTRUMENTS, INC. (an invented Delaware corporation)
ACTION OF THE BOARD OF DIRECTORS BY UNANIMOUS WRITTEN CONSENT
under Section 141(f) of the Delaware General Corporation Law

The undersigned, being all the directors, consent to this action
without a meeting:

RESOLVED, that the Corporation enter into the lease of Unit 4,
[address], on the terms of the draft lease dated September 2, 2026
(Exhibit A), and that the Chief Executive Officer may sign it.

Effective when signed by all directors; may be signed in
counterparts and delivered by electronic transmission.

Director A   signed electronically   September 8, 2026, 9:14 a.m. ET
Director B   signed electronically   September 8, 2026, 11:02 a.m. ET
Director C   signed electronically   September 9, 2026, 8:40 a.m. ET

Secretary: filed with the Board minutes, electronic minute book,
September 9, 2026, with Exhibit A.
```

Every director signs, because section 141(f) asks for all of them; the effective moment is stated; and the secretary's line records the filing the statute requires. Confirm first that your certificate and bylaws allow action by consent. Approval of later minutes is in [approving and correcting minutes](https://edcitation.com/newsletter/approving-and-correcting-minutes).

## Where does EdCitation help with a board's papers?

EdCitation works on the documents that surround a board meeting and leaves the minutes to the secretary: it drafts no minutes or consents and passes no judgement on whether a board kept the law. For referencing a board paper we rank it first, since each entry starts from the source's own record or web page, set out for you to check, while a chatbot composes one from memory. Two free tools were run on 26 September 2026.

### A committee charter read by Check your paper

We pasted Darden's whole audit committee charter, 19,091 characters, into [Check your paper](https://edcitation.com/check). It returned no rules and set aside 41 sentences it could not check, among them "The Committee shall meet at least five times annually, or more frequently as circumstances dictate." and "The Committee shall maintain minutes of its meetings." The sentence requiring an executive session with the General Counsel appeared in neither list.

Run on the meetings paragraph alone (187 words), it returned no rules and set aside four sentences: the meeting frequency, the Chair's duties, the bylaws on notice and quorum, and the minutes. So it lists a charter's duties for you to tick off by hand, but it does not yet turn them into a minutes checklist; use the table above. Its home ground is the assignment brief; written instructions for a board paper or a tender, with page limits and required sections, come much closer to that, as our guide to [reading an assignment brief](https://edcitation.com/newsletter/how-to-read-an-assignment-brief-and-rubric) shows.

### A statute cited by Cite a source

Given the Delaware Code page for Title 8, subchapter VII, which holds section 220, [Cite a source](https://edcitation.com/cite) returned:

> Delaware Legislature. (n.d.). *Delaware Code Online*. Retrieved September 26, 2026, from https://delcode.delaware.gov/title8/c001/sc07/index.html

It read the author as the page gives it and took the site's name as the title. Every detail taken from a web page is open to editing before the entry is built; entered as an organisation, "Delaware General Assembly" (the body the page's footer names), with the subchapter's title, it returned "Delaware General Assembly. (n.d.). *Title 8, chapter 1, subchapter VII: Meetings, elections, voting and notice*. Delaware Code Online." with the date and address. Our list below uses the legal form instead.

Behind the paper's evidence, [Find sources](https://edcitation.com/) covers some 300 million published works, and [Verify references](https://edcitation.com/verify-references) labels each entry of a finished list verified, "check this" or not found, warns of retractions, and reports one it could not check as "could not check", never as not found. The four tools here cost nothing and need no account; Pro ($8 monthly) and Max ($24 monthly) are described on [pricing](https://edcitation.com/pricing).

## Quick questions

### Does federal law require board meeting minutes in the US?

Not in the rules we read. The duty comes from the state of incorporation, such as Delaware's section 142(a); the SEC asks listed companies for meeting counts and attendance.

### How long must board minutes be kept?

Delaware's sections set no period. Virginia, Maine and Arizona require them to be kept as permanent records.

### Can a stockholder see a Delaware corporation's board minutes?

Yes, on a written demand under oath, in good faith, for a proper purpose. The corporation may set confidentiality terms and redact unrelated parts.

### Does a unanimous written consent need to be minuted?

It is filed with the board's minutes once the action is taken, in the same form as the minutes, under section 141(f).

### Can EdCitation write our board minutes?

No. Minutes and consents are the secretary's to write; the most EdCitation does is format, free, the reference for a law a board paper quotes, through [Cite a source](https://edcitation.com/cite).

## References

- Ariz. Rev. Stat. § 10-1601 (n.d.). [https://www.azleg.gov/ars/10/01601.htm](https://www.azleg.gov/ars/10/01601.htm)
- Darden Restaurants, Inc. (2025, June 18). *Audit Committee of the Board of Directors charter*. [https://s27.q4cdn.com/308865545/files/doc_governance/2025/Jun/19/5-Audit-Committee-Charter-c2b984.pdf](https://s27.q4cdn.com/308865545/files/doc_governance/2025/Jun/19/5-Audit-Committee-Charter-c2b984.pdf)
- Del. Code Ann. tit. 8, §§ 141–142 (2026). [https://delcode.delaware.gov/title8/c001/sc04/index.html](https://delcode.delaware.gov/title8/c001/sc04/index.html)
- Del. Code Ann. tit. 8, §§ 220, 224 (2025). [https://delcode.delaware.gov/title8/c001/sc07/index.html](https://delcode.delaware.gov/title8/c001/sc07/index.html)
- Disclosure of corporate governance, 17 C.F.R. § 229.407 (2026). [https://www.ecfr.gov/current/title-17/chapter-II/part-229/subpart-229.400/section-229.407](https://www.ecfr.gov/current/title-17/chapter-II/part-229/subpart-229.400/section-229.407)
- KT4 Partners LLC v. Palantir Technologies Inc., 203 A.3d 738 (Del. 2019). [https://courts.delaware.gov/Opinions/Download.aspx?id=284580](https://courts.delaware.gov/Opinions/Download.aspx?id=284580)
- Maffei v. Palkon, No. 125, 2024 (Del. Feb. 4, 2025). [https://courts.delaware.gov/Opinions/Download.aspx?id=374990](https://courts.delaware.gov/Opinions/Download.aspx?id=374990)
- Me. Rev. Stat. tit. 13-C, § 1601 (2011). [https://www.mainelegislature.org/legis/statutes/13-c/title13-Csec1601.html](https://www.mainelegislature.org/legis/statutes/13-c/title13-Csec1601.html)
- New York Stock Exchange. (n.d.). *NYSE domestic company corporate governance affirmation* [Form]. [https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Domestic_Company_Initial-Annual_Written_Affirmation_303A.pdf](https://www.nyse.com/publicdocs/nyse/regulation/nyse/NYSE_Domestic_Company_Initial-Annual_Written_Affirmation_303A.pdf)
- S. Sub. 1 for S.B. 21, 85 Del. Laws c. 6 (2025). [https://delcode.delaware.gov/sessionlaws/ga153/chp006.shtml](https://delcode.delaware.gov/sessionlaws/ga153/chp006.shtml)
- Va. Code Ann. §§ 13.1-770 to 13.1-771 (2026). [https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-770/](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-770/)
- Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, 95 A.3d 1264 (Del. 2014). [https://courts.delaware.gov/opinions/download.aspx?ID=209130](https://courts.delaware.gov/opinions/download.aspx?ID=209130)