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Board decision memo

A one-to-two page memo that frames a board decision: the question, options, evidence, risks, dissent, and how the board will know if it worked.

When to use: Any decision the board will vote on that is material, hard to reverse, or contested.

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1. The decision in one sentence

What exactly is the board being asked to decide? (Approve / reject / choose between options.)

2. Why now

What forces a decision at this meeting? What happens if the board waits one cycle?

3. Options considered (at least two, plus "do nothing")

OptionWhat it meansMain upsideMain downsideRough cost
A
B
Do nothing

4. Recommendation and reasoning

Management / committee recommendation, and the two or three reasons that carry the most weight.

5. Evidence attached

  • Source documents (link or attach):
  • What evidence would change the recommendation?

6. Risks and how they are mitigated

List the top three risks. For each, the owner and the early-warning signal.

7. Reversibility

Is this easy to undo (low cost to reverse) or hard to undo? Hard-to-reverse decisions deserve more time and dissent.

8. Dissent and open questions

Record the strongest argument against, and who holds it. Questions directors should ask before voting.

9. Conflicts of interest

Anyone with a financial or personal interest? Recusal plan.

10. How we will know (outcome monitor)

The measure, the target, the review date, and who reports back to the board.

Practice template, not legal advice. Your bylaws, policies, statutes, and counsel control.

Made with Prepared Board

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