# 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.

## 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")
| Option | What it means | Main upside | Main downside | Rough 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._

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