Board Governance

When Governance Proof Is Missing

An auditor asks who sat on the board last March. A lender wants the resolution that authorized the loan. Most teams scramble through email threads and shared drives, hoping someone saved the right document.

Governance decisions happen. The proof — who had authority, who voted, what was decided — is what’s scattered. Lextree gives you a structured record of every governance body, decision, and appointment. Not a board portal for running meetings. A governance system of record for proving they happened.

Boards and Committees

Lextree tracks every governance body — boards of directors, advisory boards, supervisory boards — and every individual who serves on them. Each member carries a complete appointment history: appointment date, appointing authority, member type (inside, outside, independent), and term expiration. Resignations, removals, and reappointments each create a separate record with supporting documentation.

Define quorum requirements once per board and verify them against attendance records for every meeting. Committees — audit, compensation, nominating, governance, executive, special-purpose — get the same treatment: charters, membership, term expirations, and role designations tracked separately from board-level activity.

Starting from a spreadsheet? Our free board of directors spreadsheet template uses column headers that match Lextree’s import format, so your existing roster maps cleanly into the module.

Decisions, Documented

Each resolution captures what was decided, when, and by whom. Classify by type (ordinary, special, written consent, unanimous consent) and by subject — officer appointment, contract approval, dividend declaration, policy adoption. Vote outcomes, effective dates, and supporting documents attach to one record.

Written consents track actions taken outside formal meetings, with consent type, effective date, signatory parties, and executed document. Meeting records capture type (regular, special, annual, emergency), quorum status, and minute approval. Attendance records show how each person participated: in person, virtually, by proxy, or absent. Continue using your existing tools for agendas, board books, and collaboration — this module captures the compliance record.

Deadlines That Don’t Slip

Board member terms expire. Officer appointments need reauthorization. Directors & Officers (D&O) questionnaires are due each year. Missing any creates gaps that surface during audits, financings, or litigation.

Automatic reminders fire for term expirations — 90, 60, and 30 days for board members and officers, 60 and 30 days for committee members. Meeting reminders trigger seven days and one day before scheduled dates. D&O questionnaire alerts fire at 30, 14, and 7 days. Officer records track the full appointment lifecycle (CEO, CFO, Secretary, Treasurer), each linked to the appointing resolution. Corporate seal records document every use with date, document, and authorizing party.

Governance in Context

A resolution to approve a merger triggers filings with the secretary of state. An officer appointment creates authority records. D&O insurance covers the same directors and officers you track here.

Lextree connects these records across modules. Board resolutions that authorize entity changes link to lifecycle documents in Legal Entities. Officer appointments connect to Authority. Directors and officers appear in D&O records in Insurance. One system, organized by entity, with governance records alongside every other compliance domain.