# BAU FARM FOUNDATION
## Minutes of the [Annual | Regular | Special] Meeting of the Board of Directors

**Date:** __________, 20__
**Time:** _____ [a.m./p.m.] Eastern
**Location / Video conference:** __________
**Meeting type:** ☐ Annual  ☐ Regular (quarterly)  ☐ Special

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### 1. Attendance

**Directors present** (constitutes quorum if a majority of directors then in office):
- __________
- __________
- __________

**Directors absent (excused / unexcused):**
- __________

**Also present** (officers who are not directors, Executive Director, staff, guests, counsel):
- __________

**Quorum:** ☐ Present  ☐ Not present
_A majority of directors then in office is required (Bylaws § 4.5)._

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### 2. Call to Order

The meeting was called to order at _____ [a.m./p.m.] by __________, Chair, who presided. __________, Secretary, recorded the minutes.

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### 3. Notice and Waiver

Notice of the meeting was given on __________ in accordance with Bylaws § 4.4 (7 days for regular, 72 hours for special). ☐ All notice requirements were met.  ☐ Written waivers of notice were received from: __________.

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### 4. Approval of Prior Minutes

The minutes of the [regular/special] meeting held on __________ were reviewed.

**Motion:** to approve the minutes as [presented / amended as follows: __________].
**Moved by:** __________  **Seconded by:** __________
**Vote:** For __  Against __  Abstain __  **Result:** ☐ Approved  ☐ Not approved

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### 5. Conflict-of-Interest Disclosures

The Chair asked whether any director had a Financial Interest (Bylaws § 7.2) in any matter on the agenda.

- Disclosures made: __________
- Interested Persons recused from discussion and vote on: __________
- Recusal recorded (Bylaws § 7.5): ☐ Yes

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### 6. Reports

**a. Chair's Report.** __________

**b. Executive Director's Report.** __________

**c. Treasurer's Report / Financial Statements.**
- Cash position as of __________: $__________
- YTD revenue: $__________  YTD expense: $__________
- Notable variances: __________
- Form 990 filing status: __________

**d. Committee Reports.**
- Executive Committee: __________
- Finance and Audit Committee: __________
- Governance and Nominating Committee: __________
- Other: __________

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### 7. Action Items

For each action, record the motion verbatim, mover, seconder, tally, and result.

**Motion 7.1 — [subject]:**
> RESOLVED, that __________.

Moved by: __________  Seconded by: __________
Vote: For __  Against __  Abstain __  Recused __
Result: ☐ Adopted  ☐ Not adopted

**Motion 7.2 — [subject]:**
> RESOLVED, that __________.

Moved by: __________  Seconded by: __________
Vote: For __  Against __  Abstain __  Recused __
Result: ☐ Adopted  ☐ Not adopted

_(Add rows as needed.)_

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### 8. Discussion Items (No Vote)

- __________
- __________

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### 9. Executive Session (if held)

The Board entered executive session at _____ to discuss [personnel / legal / other confidential] matters. Present: __________. The Board returned to open session at _____. Actions taken in executive session, if any: __________.

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### 10. Next Meeting

**Next regular meeting:** __________ at _____ [a.m./p.m.]
**Location / video conference:** __________

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### 11. Adjournment

There being no further business, the meeting was adjourned at _____ [a.m./p.m.] on motion by __________, seconded by __________, and approved without objection.

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**Respectfully submitted,**


____________________________
__________, Secretary
BAU Farm Foundation

**Approved by the Board on __________, 20__.**


____________________________
__________, Chair
BAU Farm Foundation

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### Attachments (incorporated by reference)

- Financial statements as of __________
- Committee reports
- Materials distributed in advance
- Written conflict-of-interest disclosures