Knowledge base
Board governance guides
Counsel-literate, operator-practical explainers — fiduciary duties, meeting mechanics, policies, and board-type playbooks. Deep fiduciary hub (care, loyalty, oversight, nonprofit, public boards) at /fiduciary; process-record self-check (gaps only, no score) at /tools/fiduciary-exposure-check. Curated external + Prepared directory (including nonprofit Applied Wisdom links and a board-types overview): /resources. Product claims stay within Facts.
Guides by board type
Playbooks matched to seeded demos — including venture-backed portco and fund LPAC boards. Each ends with a chair login and pack path you can open today. Decision-task how-tos sit just below.
Land trust / conservation nonprofit
Land Trust Board Governance: Recusals, Easements, Minutes & Quorum
Practical governance for land trusts and conservation nonprofits: how to run a recusal, approve minutes by written consent, track a closed easement with evidence, and count quorum — plus a Prepared Board demo.
Demo: · /sample-decision
Private company
Private Company Board Governance: Series Votes, Recusals & Evidence
How private-company and growth-stage boards run financing votes, disclose conflicts, approve minutes, track closed decisions with evidence, and count quorum — with a Prepared Board demo.
Demo: · /sample-decision
Chamber of commerce
Chamber of Commerce Board Governance: Sponsors, Recusals & Consent
Practical chamber and association board governance: antitrust caution, sponsor recusals, consent agendas, minutes, closed decisions with evidence, and quorum as a seat count — plus a Prepared Board demo.
Demo: · /sample-decision
Public library trustees
Public Library Board Governance: Policies, Consent & Quorum
Governance for public library trustees: meeting-room policies, anonymous gifts on consent agendas, minutes approval, closed decisions with evidence, and quorum as a seat count — plus a Prepared Board demo.
Demo: · /sample-decision
Venture-backed portfolio company
Venture-Backed Board Governance: Financings, Option Grants, Observers & Recusals
How venture-backed portfolio company boards approve financing rounds with protective-provision consent noted, grant options by written consent against a 409A, keep observers out of the quorum count, and record recusals — with a Prepared Board demo.
Demo: · /sample-decision
Fund LPAC (limited partner advisory committee)
LPAC Governance: Conflict Consents, Valuation Review, Term Extensions & Cross-Fund Deals
How a fund's limited partner advisory committee (LPAC) records conflict and related-party consents with the GP-affiliated member's recusal and evidence attached, reviews valuation policy, and handles term extensions and cross-fund investments — with a Prepared Board demo.
Demo: · /sample-decision
Public / pre-IPO company board
Public & Pre-IPO Board Governance: Committees, Related-Party, Calendars & Export
How late-stage and public boards keep a citeable decision record — Audit & Comp committee charters, related-party register, sealed packs, annual questionnaires, and full-record export — without claiming SOX, EDGAR, or exchange compliance. Prepared Board demo paths included.
Demo: · /sample-decision
Guides by decision task
Five how-tos chairs and their agents search for — each ends on a seeded demo example verified against the local seed.
Director recusal
How to Handle a Director Recusal: Disclose, Step Out, Record It
A practical recusal procedure for boards: when a director should recuse, what to say in the room, how to count the vote, and what the minutes need — with a walkable Prepared Board example.
Demo: · /sample-decision
Minutes by written consent
How to Approve Board Minutes by Written Consent
When boards approve minutes between meetings: who must sign, what to circulate, how to handle a correction, and how to file it — with a walkable Prepared Board example.
Demo: · /sample-decision
Close a decision with evidence
How to Close a Board Decision With Evidence
Adopted is not done. How boards close a decision: define done, assign an owner, attach evidence, and keep the vote, recusal, and minutes on one record — with a walkable Prepared Board example.
Demo: · /sample-decision
Count quorum
How to Count Quorum at a Board Meeting (a Seat Count, Not a Legal Opinion)
A practical way to count quorum at a board meeting: find seats required, mark who is present or remote, exclude non-voters, and re-count when people leave — plus a walkable Prepared Board example.
Demo: · /sample-decision
Consent agenda
How to Run a Board Consent Agenda Without Hiding a Conflict
How to run a consent agenda: what belongs on it, how any director pulls an item, one motion for the bundle, and what to do when a consent item carries a conflict — with a walkable Prepared Board example.
Demo: · /sample-decision
Officer elections / annual slate
How to Run Board Officer Elections (Annual Meeting Officer Slate)
How to run an officer election or annual-meeting officer slate: notice, nominations, vote, minutes, and updating people and roles — with a walkable Prepared Board example grounded in seeded demo data.
Demo: · /sample-decision
Board observer rights
Board Observer Rights and Roles: Contracts, Access, and Meeting Discipline
What board observers can receive, when they are excluded, and how chairs keep votes with directors — with a walkable Northlight Robotics observer demo in Prepared Board.
Demo: · /sample-decision
Jurisdiction profile
Board Jurisdiction Settings: Record What Your Board Says It Follows
How chairs record jurisdiction, entity type, quorum rule source, written consent, notice days, and annual meeting month as board-declared settings — never as Prepared's legal advice or a live state filing.
Demo: · /sample-decision
Policy acknowledgments
Annual Board Policy Acknowledgments: Who Received What, and Who Still Owes
How chairs and corporate secretaries run the annual director policy acknowledgment cycle — code of conduct, whistleblower, gift, insider trading, anti-bribery, information security, data privacy — as a dated in-app record, not eSign and not a compliance determination.
Demo: · /sample-decision
Portfolio oversight
Portfolio Governance Oversight: What Crosses Boards and What Stays on Each Board
How a sponsor, investor director, or multi-board chair watches governance across several boards without merging their records, scoring them, or seeing what their seat does not allow — and how the Prepared Board portfolio page does it today.
Demo: · /sample-decision
Indemnification & D&O
Director Indemnification, Advancement, and D&O Insurance: What the Board Should Record
How a board keeps a clean record of indemnification and advancement decisions and of its D&O binder review — what investors and counsel ask for, what the record should show, and how Prepared Board tracks it today without acting as a broker or deciding coverage.
Demo: · /sample-decision
Skills matrix
Board Skills Matrix: How to Build One, Find Gaps, and Recruit Against Them
How a board declares the skills it needs, maps each director against them, records an independence mix, and turns a zero-coverage gap into a search — plus how Prepared Board keeps that matrix today without acting as an HR assessment or an independence opinion.
Demo: · /sample-decision
Risk register
Board Risk Register: What the Board Should Track, Who Owns It, and When to Review
How a board keeps a short register of the risks it is overseeing — owner, board-declared severity, status, next review date, and the supporting document — and how Prepared Board keeps that register today without acting as ERM software or a risk score engine.
Demo: · /sample-decision
Cyber incident notices
Cyber Incident Board Notices: What the Board Should Record When Management Reports an Incident
How a board keeps a dated record of the cybersecurity incidents management has told it about — date noticed, board-declared severity, follow-up due, closing date, and the briefing document — and how Prepared Board keeps that log today without acting as a detection product or breach-notification advice.
Demo: · /sample-decision
CEO evaluation
CEO Evaluation: How a Board Runs the Annual CEO and Leadership Review
How a board runs a fair annual CEO evaluation — goals set up front, confidential written director input, a chair summary, a feedback session, and compensation or succession outcomes recorded as board decisions — and how Prepared Board keeps that cycle today without computing a performance score or ranking.
Demo: · /sample-decision
Material contracts
Material Contracts: How a Board Keeps Track of the Agreements It Oversees
How a board keeps a short, dated list of the material contracts and counterparties it is responsible for overseeing — counterparty, why the board treats it as material, effective and expiry dates, and whether the board has reviewed it — and how Prepared Board keeps that log today without acting as contract lifecycle software or legal advice.
Demo: · /sample-decision
Reserved matters
Reserved Matters and Protective Provisions: How a Board Records Preferred Consent Before It Decides
How a venture-backed or investor-backed board keeps a short list of the decisions that typically need preferred investor or majority-preferred consent, tags those decisions when they come up, and shows the consent on the record — and how Prepared Board keeps that list today without deciding what your IRA or charter requires.
Demo: · /sample-decision
Director attendance
Board Director Attendance Records: How a Board Shows Who Actually Shows Up
How a board keeps a trailing-12-month attendance record per director — present, remote, absent, and not marked kept apart — so a nominating committee, investor, or proxy drafter can answer 'does this director show up?' from the record, and how Prepared Board builds that record today without grading anyone.
Demo: · /sample-decision
All guides
Fiduciary Duties of Board Directors: Care, Loyalty, and Good Faith
If you serve on a corporate or nonprofit board — or you support one as a CEO, corporate secretary, or general counsel — fiduciary duties are the legal spine…
Read guide →board meeting minutes templateBoard Meeting Minutes Template: Legal Requirements, Best Practices, and a Copy-Ready Format
Board meeting minutes are the official legal record of what the board did, not a transcript of what everyone said. Under statutes modeled on the Model…
Read guide →consent agendaConsent Agenda 101: Save 20–30 Minutes Without Rubber-Stamping
A consent agenda (sometimes called a consent calendar) bundles routine, non-controversial items into a single omnibus motion. The board approves the bundle…
Read guide →conflict of interest policy boardConflict of Interest Policy for Boards: Template, Examples, and Operating Rhythm
The duty of loyalty requires directors to put the organization’s interests ahead of personal gain. A conflict of interest (COI) policy is how the board…
Read guide →how boards make decisionsHow Boards Make Decisions: Motions, Consents, Committees, and Decision Rights
Boards do not exist to consume slides. They exist to allocate authority, oversee management, and make (or formally decline) decisions that belong to…
Read guide →board portal comparisonBoard Portal Comparison 2026: Diligent, OnBoard, Boardable, Nasdaq, Convene, Aprio & How to Choose
“Best board portal” is a segment question, not a trophy. A Fortune 500 with global committees and a 12-person nonprofit do not need the same product. This…
Read guide →nonprofit board best practicesNonprofit Board Best Practices (2026 Playbook)
Nonprofit boards steward mission, money, and public trust. Best practice is not copying a corporate board wholesale — it is fulfilling the fiduciary duties…
Read guide →startup board meetingsStartup Board Meetings: Agenda, Cadence, Deck, and Decision Hygiene
Startup boards mix operators, investors, and independents under time pressure and information asymmetry. Meetings can slide into investor updates or therapy…
Read guide →board action item trackingBoard Action Item Tracking: Closing the Loop After Every Meeting
A board that debates well but never closes the loop is practicing discussion, not oversight. Fiduciary duty of care includes following whether authorized…
Read guide →board committee charter templateBoard Committee Charters: Templates and Operating Discipline
Committees extend board capacity — or create shadow governments. A charter states purpose, authority (decide vs. recommend), membership, meeting cadence,…
Read guide →board onboarding checklistBoard Director Onboarding Checklist: First 90 Days That Actually Work
A new director who cannot find the bylaws, does not understand reserved matters, and has never seen the risk register cannot yet practice the duty of care.…
Read guide →board self assessmentBoard Evaluation and Self-Assessment: A Practical Cadence
High-performing boards treat evaluation as continuous improvement, not a compliance chore. NACD recommends annual full-board evaluations, with committee and…
Read guide →board governance calendarBoard Governance Calendar: One Year of Recurring Obligations
How chairs keep an annual governance calendar of meetings, COI attestation windows, officer elections, pack lead-time targets, written-consent chase, and monitors — without pretending Prepared files with the state.
Read guide →board minutes retentionBoard Minutes Retention Schedules: Entity Types, Legal Holds, and Archive Practice
Board minutes, consents, resolutions, and attachments are among the organization’s most important corporate records. They prove authorization, document Care…
Read guide →board pack best practicesBoard Pack Best Practices: Design, Length, Narrative, and Pre-Read SLAs
A board pack exists to enable informed fiduciary oversight and decisions — not to showcase every departmental activity. Duty of care is hard to meet when…
Read guide →board pack lead time SLABoard Pack Lead-Time SLA: How to Guarantee Directors Actually Pre-Read
Duty of care assumes directors had a reasonable opportunity to inform themselves before acting. When the board pack lands at 11 p.m. the night before a…
Read guide →board portal pricingBoard Portal Pricing: Ranges, Hidden Costs, and Total Cost of Ownership (2026)
Most enterprise board portals are quote-led. List prices rarely appear on marketing sites; “per user per month” math hides modules, implementation, SSO,…
Read guide →board secretary playbookBoard Secretary Playbook: Calendars, Packs, Minutes, and Meeting Operations
The board secretary (corporate secretary, board clerk, or governance professional supporting the Chair) makes fiduciary work possible: lawful notice,…
Read guide →board secretary softwareBoard Secretary Software Buyers Guide: Tools Built for Governance Ops
Most RFPs say “board portal.” The person who actually suffers is the board secretary (corporate secretary, board clerk, governance manager, chief of staff).…
Read guide →credit union board governanceCredit Union Board Governance: Volunteer Directors, Exams, and Meeting Practice
Credit union directors are usually volunteers governing a not-for-profit financial cooperative for the benefit of members. Oversight sits under federal or…
Read guide →Diligent alternativeDiligent Boards Alternatives: When to Switch, What to Consider, and How to Choose
Diligent Boards (and related Diligent governance products, including BoardEffect/BoardDocs in the family) is a widely adopted enterprise standard. Teams…
Read guide →ESOP board fiduciary dutiesESOP Board Fiduciary Basics: Company Directors, Trustees, and Duty Lines
In an ESOP-owned company, people often say “the board has ESOP fiduciary duties.” More precisely:
Read guide →executive session board meetingExecutive Session Best Practices for Boards
An executive session is a portion of a board or committee meeting limited to a defined set of participants — typically independent or non-management…
Read guide →family board governanceFamily Board Governance: Family Enterprise Boards That Actually Govern
Family enterprises often blur ownership, family, and business systems. Thanksgiving dynamics walk into the boardroom; operational heroes skip fiduciary…
Read guide →Form 990 board governanceForm 990 Board Governance Questions: Part VI Prep Checklist
IRS Form 990 Part VI asks exempt organizations about governance, management, and disclosure. Most policies described there are not federally mandated by the…
Read guide →HOA board meeting guideHOA Board Meeting Guide: Notice, Open Meetings, Minutes, and Decorum
Homeowners association boards combine corporate-style fiduciary duties with community politics, vendor oversight, and often state open-meeting /…
Read guide →how to run a board offsiteHow to Run a Board Offsite: Strategy, Facilitation, and Follow-Through
A board offsite (strategy retreat, annual deep dive) is dedicated time away from the ordinary consent-agenda rhythm to work on direction: multi-year…
Read guide →how to run written consentHow to Run Written Consent: A Step-by-Step Board Workflow
Written Consent vs. Meeting Vote explains when to use consent. This guide explains how to run one cleanly: drafting, circulating, collecting, filing, and…
Read guide →how to set board compensationHow to set board compensation
A practical checklist for chairs, compensation committees, and nonprofit boards deciding whether and how to pay directors. Not legal, tax, or…
Read guide →migrating off DiligentMigrating Off Diligent: Checklist for Switching Board Portals
Diligent Boards (and related Diligent governance products) is a common enterprise standard. Teams leave when cost, complexity, director adoption, admin…
Read guide →PE portfolio company board meetingsPE Portfolio Company Board Meetings: Cadence, Packs, and Value-Creation Discipline
A private equity portfolio company board is usually a control board: sponsor-appointed directors, a CEO who reports into a value-creation plan, and often…
Read guide →Prep Score boardsPrep Score for Boards: Measuring Director Readiness Without the Shame Game
Boards do not fail only because of bad strategy. They fail because unprepared directors vote on incomplete understanding — late packs, unopened briefs, and…
Read guide →quorum for board meetingQuorum and Notice Requirements for Board Meetings
Actions taken without a proper meeting foundation can be invalid — challenged by shareholders, members, regulators, or counterparties. Quorum and notice are…
Read guide →related party transaction policyRelated-Party Transaction Policy: Thresholds, Independent Review, and Disclosure
A related-party transaction (RPT) is any deal between the organization and a person or entity that can influence — or appear to influence — a director’s,…
Read guide →Robert's Rules for boardsRobert’s Rules for Boards: A Practical Guide (Without the Theater)
Robert’s Rules protect fairness, clarity, and majority rule with minority rights — not pedantry. Most boards of fewer than about a dozen need a light…
Read guide →secure board portalSecure Board Portal Checklist: Identity, Authorization, Data, and Incident Response
Board packs contain MNPI, M&A plans, HR investigations, cyber briefings, and strategy. Attackers phish directors; insiders mis-forward; former directors…
Read guide →special committee M&ASpecial Committees in M&A: Independence, Mandate, and Process
In conflicted M&A — controller buyouts, freeze-outs, management buyouts, or deals where a majority of directors are interested — Delaware and other…
Read guide →virtual board meeting best practicesVirtual Board Meetings: Bylaws, Technology, and Engagement Best Practices
Since 2020, most boards can operate hybrid or fully remote. That does not mean every bylaw, notice rule, quorum definition, and engagement habit caught up.…
Read guide →whistleblower policy boardWhistleblower Policy for Boards: Channels, Anti-Retaliation, and Audit Oversight
A whistleblower program is not an HR brochure. It is a duty of care control: how the organization learns about fraud, harassment, safety failures,…
Read guide →written consent directorsWritten Consent vs. Meeting Vote: When Boards Should Use Each
U.S. corporate statutes (including Delaware DGCL §141) generally allow boards to act either (1) at a properly convened meeting with quorum and the required…
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