Board Health Check | Startup Governance Diagnostic

Company Basics

State of Incorporation

Board Size

Funding Stage

Meeting & Minutes

Board meets at least quarterly

Regular meetings held at least 4x per year

Written notice provided per bylaws

Notice delivered within the time period specified in bylaws (typically 48 hrs - 10 days)

Minutes taken at every meeting

A secretary or designee records minutes for all board meetings

Minutes reviewed and approved

Prior meeting's minutes reviewed and approved at subsequent meetings

Quorum verified at each meeting

Attendance and quorum status confirmed on the record

Corporate Records

Bylaws are current and accessible

Latest version of bylaws maintained and distributed to directors

Certificate of Incorporation on file

Original or certified copy of charter documents maintained

Board resolutions properly documented

All major decisions recorded as formal resolutions

Written consents used properly

Actions by written consent obtained unanimously (or per bylaws threshold) and filed

Fiduciary & Compliance

Conflict of interest policy adopted

Written COI policy with annual disclosure questionnaires

D&O insurance in place

Directors & officers liability insurance policy current

Indemnification agreements executed

Individual indemnification agreements signed with each director

Company in good standing

Franchise tax paid and annual reports current in state of incorporation

Investor Relations

Investor rights obligations tracked

IRA information rights, reporting deadlines, and consent requirements monitored

Financial statements delivered on schedule

Quarterly/annual financials provided to investors per IRA requirements

Annual budget board-approved

Budget presented and approved before fiscal year start

Protective provisions tracked

Actions requiring preferred stockholder consent identified and monitored

Board Composition

At least one independent director

Board includes director(s) not affiliated with founders or investors

Compensation committee established

Committee of non-conflicted directors for compensation decisions

Passed

Failed

Risk Level

Detailed Findings

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