New director cheat sheet · 6 min
New director cheat sheet — startup / VC portfolio company
First 30 days on a venture-backed board: fiduciary basics, observer vs director, reserved matters, and how to read a board pack.
Cliff-note educational aid for new directors — not legal advice, not a substitute for counsel, bylaws, or the board packet. Public sheets are generic by board type. Board-specific one-pagers use only this board's recorded data and never invent minutes, decisions, or policy status.
Before your first meeting
- Read the last 2–3 approved minutes and the current sealed pack — not just the CEO letter.
- Find reserved matters / protective provisions and any related-party history.
- Know who is a voting director vs observer (observers are not quorum and do not vote).
- Complete COI / questionnaire / policy acknowledgments the chair enabled — in-app records, not eSign.
How startup boards typically decide
- Material financings, option pools, and M&A usually need a recorded decision with vote + evidence.
- Written consent is common between meetings — track who has signed in-app (not DocuSign unless your counsel says so).
- Outcome monitors close the loop after the vote — ask what "done" looks like.
Red flags to ask about calmly
- Pack published inside the lead-time target with no attestation.
- Closed material decisions with no closure evidence.
- Related-party items without recusal or preferred/investor consent when tagged.
- Skills gaps the board already declared (e.g. cyber) with no search in flight.
What Prepared Board records (live)
- Decisions, recusals, evidence, monitors, packs, diligence snapshot, board-proof.
- Skills matrix gaps and annual questionnaires when enabled.
- Does not: scrape LinkedIn, run background checks, eSign offer letters, or email candidates.