How Startup Board Approvals Actually Work: Voting at Meetings vs Written Consents
If you are a first-time Delaware startup founder, “Board approval” can feel like a vague phrase people throw at you right up until the moment you need it. Your bank asks for it. Your lawyer asks for it. Your investors ask for it. And suddenly you are staring at a calendar invite titled “Board Meeting” thinking: wait, how does this work in practice?
There are 2 clean ways a Board of Directors takes action in a Delaware corporation:
the Board votes at a Board meeting, and you capture it in minutes, or
the Board signs a written Board consent, and you file it with your corporate records
Both can be valid. Both can be sloppy if you do them casually. And both become very real later when you are fundraising, doing diligence, issuing equity, or selling the company.
Let’s make it concrete.
What “the Board” is
Early-stage founders often talk about the Board like it is a group of smart people who give advice. That is a function of a Board, but legally the Board is also the body that approves certain actions on behalf of the corporation.
You might be the CEO and also a director. Those are different hats.
As an officer, you can sign contracts and run the business day to day.
As a director, you vote on whether the company is allowed to do certain things in the first place.
This is why you will see situations where you, as CEO, are ready to sign something, but your lawyer says: “We need a Board resolution first.”
That resolution is the Board acting. The signature is just the implementation.
Option 1: taking action at a Board meeting (and actually “voting” correctly)
A Board meeting is not complicated, but there are a few rules that make the vote real.
Step 1: You need quorum, or your vote is basically theater
Before the Board can approve anything at a meeting, enough directors need to be “present” to constitute quorum.
In most startup bylaws, quorum is a majority of the total number of directors, but it is ultimately a bylaws question (within Delaware limits). A 3-person Board usually needs 2 directors present. A 5-person Board usually needs 3.
“Present” can include remote participation, like a conference call or video call, as long as everyone can hear each other at the same time. Delaware practice is comfortable with that. Your minutes should simply reflect who attended and how.
If you do not have quorum, you can talk, but you generally cannot validly approve the action.
This sounds basic, but it is the most common founder mistake: people “agree on Slack,” then treat that like Board approval, then discover later that the action never actually happened.
Step 2: The Board approves by adopting formal resolutions, not by vibes
The thing the Board is voting on is a set of resolutions. In a startup context, these often cover:
approving equity issuances (like option grants)
approving a financing (seed or Series A, including preferred stock terms)
adopting or amending an equity incentive plan
approving a bank account, credit facility, or other material contract
approving a major hire, severance package, or compensation change
Resolutions matter because they create a clear record of what was authorized and who is empowered to implement it.
Most Board resolutions also include a follow-through clause, basically: the officers are authorized to do what is necessary or advisable to carry out the approval.
Step 3: Voting is straightforward once quorum exists
Once quorum is present, the vote threshold is usually a majority of the directors present at the meeting, unless your charter or bylaws impose a higher bar for certain actions. Most early-stage companies use the default approach.
A clean “real world” voting moment looks like this:
Someone (often the chair) presents the resolutions.
The directors discuss any issues.
The chair calls the vote.
The minutes record: who voted for, who voted against, who abstained.
The minutes state the result: the resolutions were adopted.
You do not need parliamentary formalities, but you do need enough clarity that a future reader can tell the Board actually approved the action.
Step 4: Conflicts and abstentions are not academic, they are practical
If a director has a conflict of interest, you want that surfaced and handled cleanly. Founders run into this earlier than they expect, like:
the company signing a contract with a director’s other company
approving compensation where a director is directly benefiting
approvals tied to a venture capital investor director’s interests
There are Delaware fiduciary considerations here, but the practical point is simpler: disclose the conflict, follow counsel’s guidance on whether that director should abstain or be recused, and record it in the minutes. If you do not, this is exactly the kind of thing that creates diligence questions later.
Step 5: Minutes are the evidence, and they do not need to be a transcript
Minutes are not supposed to read like a screenplay. They should read like a clean record:
the meeting was held (or notice was waived)
quorum existed
the Board considered the matters
the Board adopted a specific resolution (or set of resolutions)
any conflicts were disclosed and handled
If you are thinking “this is just paperwork,” remember that cap table history, option grant validity, and financing approvals often get audited later. Minutes are part of corporate governance hygiene.
Option 2: taking action by written Board consent (no meeting)
Sometimes a meeting is unnecessary. Everyone agrees, the action is routine, or timing is tight. Delaware allows the Board to act without a meeting through a written consent.
Here is the key point most first-time founders miss:
Written consents usually must be unanimous unless your documents say otherwise
Under Delaware law, the default rule is that written Board consents require unanimity, meaning all directors sign, unless your charter or bylaws allow less than unanimous written consent.
So you cannot assume “2 out of 3 directors signed, so we are good.” You might be good, but only if your governing documents explicitly permit that.
In many venture-backed companies, written consents stay unanimous in practice anyway, because the investor director expects to sign and be part of the approval record.
What a written consent should look like in practice
A solid written consent is basically the “minutes and resolutions” combined into a single document:
a title and date
a statement that the directors are acting by written consent under DGCL 141(f) and the bylaws
the resolutions (same substance you would approve at a meeting)
an effectiveness statement (effective as of a date or time)
signature blocks for the directors
Most companies sign by e-signature and compile the signed pages into one final PDF for the corporate records.
When written consent is the right move
Written consents are great when:
the action is clear and non-controversial
you need the approval fast
there is no real need for discussion, just authorization
A Board meeting is better when:
the decision is high-stakes or complex (like a financing with lots of tradeoffs)
you expect disagreement
you want a documented process record, not just signatures
The point is not that one is “more formal.” The point is picking the method that matches the reality of what you are doing.
A simple founder gut-check before you approve anything
If you want to stay out of trouble, ask yourself these questions before you assume you have Board approval:
Do I know exactly who the current directors are right now?
Do the bylaws define quorum and vote thresholds in a way I’m following?
Am I doing this by meeting vote with minutes, or by written consent?
Do any directors have a conflict of interest that needs to be disclosed?
Is stockholder approval also required (common in venture capital contexts)?
Will a future investor, auditor, or acquirer be able to read this and understand what happened?
If the answer to the last question is “maybe,” your documentation is probably too thin.
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