What do you have to go to your board for?
Published in
2 min readFeb 13, 2017
In general, your board needs to approve any material decisions that need to be made by the company; these might include:
- Any amendments to the company’s certificate of incorporation or bylaws;
- Any issuances of company securities (such as stock) including restricted stock issuances, option grants and, of course, pursuant to any financings, but would also include convertible notes, SAFEs, warrants…
- Any loans from or to the company;
- Adopting an annual budget;
- Hiring or terminating employees early one (and after venture funding, perhaps just members of management (or amending the terms of their employment), and this of course includes issuance of equity;
- Adopting employee benefit plans (401(k), profit-sharing, health insurance, etc.);
- A sale or other distribution of all or substantially all of the assets of the company;
- A dissolution or winding up of the company; and
- Entering into any agreements that could be of material importance to the company (intellectual property licenses, customer contracts, vendor contracts, consulting agreements, office leases, equipment leases, etc.).
Simpler routine stuff can be handled by written consents of the board, but after outside equity (not really notes/SAFE financing) where there is an outside investor on the board, then these items are typically handled in a live board meeting.