Handbook
/
Fundraising
Working with Your Board
Your board can be your greatest asset or your biggest problem. Here's how to make it work.
Once you raise institutional money, you have a board. The board has real power—they can hire and fire the CEO, approve major decisions, and shape company direction. Managing this relationship is one of a founder-CEO’s most important jobs.
Board Basics
What a Board Is
A board of directors is the governing body of a corporation.
Responsibilities:
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Fiduciary duty to shareholders
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Hire/fire CEO
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Approve major decisions
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Provide oversight and guidance
Board Composition
Early stage (typical):
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2 founder seats
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1 investor seat
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Total: 3 seats (founder control)
Post-Series A (typical):
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2 founder/management seats
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1-2 investor seats
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1 independent
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Total: 4-5 seats
Post-Series B+:
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More investor representation
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More independents
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Founder control often lost
Why Composition Matters
Whoever controls the board controls the company.
Founder-controlled: You make final decisions.
Investor-controlled: They make final decisions.
Preserve founder control as long as you can.
Board Meetings
Frequency
Early stage: Quarterly or bi-monthly
Later stage: Monthly or quarterly
Consistency matters more than frequency.
Structure
Typical 2-3 hour meeting:
1. Administrative (15 min)
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Approve prior minutes
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Any formal approvals needed
2. CEO Update (30-45 min)
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Business overview
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Key metrics
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Progress on priorities
3. Deep Dives (45-60 min)
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1-2 topics for discussion
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Strategic issues
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Key decisions
4. Closed Session (15-30 min)
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Board-only (no CEO sometimes)
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CEO-only with board
Preparation
Send materials in advance:
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Board deck (2-3 days before)
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Key metrics
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Materials for deep dives
Board members should come prepared.
The Board Deck
Include:
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Executive summary
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Key metrics dashboard
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Progress on priorities
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Financials (actual vs. budget)
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Pipeline/forecast
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Deep dive materials
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Key decisions needed
Keep it focused. Boards don’t need to see everything.
Making Boards Effective
Use Them Strategically
Boards are resources, not just oversight.
Good uses:
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Strategic sounding board
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Network for intros
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Experience on decisions you haven’t made before
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Credibility with partners/customers
Prepare Individual Members
Don’t let board meetings be the first time they hear things.
Before board meetings:
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Call each board member
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Share key updates
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Hear their concerns
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Prepare them for discussions
No surprises in board meetings.
Have Real Discussions
Board meetings aren’t performances.
Bring real issues:
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Actual challenges
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Genuine uncertainties
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Decisions you need input on
Avoid:
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All-positive updates with no substance
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Reading slides aloud
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Wasting time on updates they could read
Get Specific Help
Ask specifically:
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“Can you intro me to X?”
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“What do you think about approach A vs. B?”
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“Have you seen [situation] before? What worked?”
Vague asks get vague help.
Common Board Challenges
Board Member Not Adding Value
They’re not helpful, don’t engage, or are actively unhelpful.
Options:
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Direct conversation about expectations
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Give specific asks
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If it’s bad enough, work to replace
Disagreement with Board
Board wants something different than you.
Approach:
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Understand their perspective
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Make your case with evidence
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Find compromise if possible
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Know when to push and when to defer
Remember: They can fire you. Pick your battles.
Over-Involved Board
Board tries to manage the company.
Address early:
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Clarify roles (governance vs. management)
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Set boundaries professionally
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Bring issues to board meeting
Under-Involved Board
Board is checked out.
Engage them:
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More specific asks
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More urgent issues
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Direct conversation about engagement
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Better meeting preparation
Managing Investor Board Members
Understand Their Perspective
Investor board members:
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Have fiduciary duty to their LPs
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May have many portfolio companies
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Want to help but are time-constrained
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Are evaluated on portfolio returns
Building Relationship
Between meetings:
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Regular check-ins (monthly or bi-monthly)
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Share good news and bad
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Ask for specific help
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Make them feel informed
Good relationship = more support when you need it.
When Things Get Hard
When company is struggling:
Do:
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Communicate early and often
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Have a plan
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Show you’re taking action
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Ask for help
Don’t:
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Hide problems
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Surprise them with bad news
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Get defensive
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Ignore their concerns
Trust built before hard times determines how they respond during hard times.
Adding Independent Directors
What Independents Bring
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Objective perspective
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No investor agenda
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Specific expertise
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CEO ally (sometimes)
When to Add
Good timing:
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Post-Series A or B
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When you need specific expertise
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When you want balance with investors
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When investor directors suggest it
Choosing Independents
Good independents:
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Relevant experience (operator, not just executive)
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Time to engage
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Complementary perspective
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Trusted advisor relationship
Avoid:
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Famous names who won’t show up
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Friends who can’t be objective
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People with conflicts
Board Observers
What They Are
Non-voting attendees at board meetings.
Who might have observer seats:
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Smaller investors
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Strategic partners
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Key executives (CFO, COO)
Managing Observers
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Same materials as board
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Participation limited (per agreement)
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Careful about sensitive discussions
Formal Requirements
Meeting Minutes
Document formal board actions.
Include:
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Date, attendees
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Formal resolutions approved
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Key discussions (summary)
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Action items
Work with lawyer to ensure compliance.
Approvals
Certain actions typically require board approval:
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Equity issuance
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Raising capital
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Significant contracts
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Executive compensation
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Major expenditures
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Strategic changes
Know what requires approval.
D&O Insurance
Directors and Officers liability insurance.
Protects board members (and you) from personal liability.
Get it before you raise.
Key Takeaways
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Board has real power—treat the relationship seriously
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Preserve founder control of board as long as possible
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Send materials in advance; no surprises in board meetings
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Use board strategically: sounding board, network, experience
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Pre-wire board members before meetings
•
Have real discussions, not performances
•
Ask for specific help; vague asks get vague results
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Address problem board members directly
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Build relationship between meetings, especially with investors
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When things get hard, communicate early and often
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Add independent directors for balance and expertise
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Know formal requirements: minutes, approvals, insurance
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