Financial Services · Moraph software

Board Governance & Packet Portal

Board packets, minutes and votes in one controlled reading room

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Overview

What you are buying

The Board Governance & Packet Portal gives directors their meeting packets on an iPad or in a browser, in a reading room where access, downloads and printing follow your policy. The corporate secretary builds packets, records minutes and runs votes and written consents, and directors annotate privately and vote from the same place. Every packet version, approval and vote is kept with its date and author, ready for auditors and examiners.

The problem it solves

Many boards still receive packets as emailed PDFs or printed binders. Non-public material ends up in personal inboxes and on devices the institution does not manage, late changes produce several versions of the same packet, and nobody can say for certain who has which copy. Minutes approvals, written consents and committee votes are tracked by the corporate secretary in spreadsheets, and when an examiner asks to see what the board was given before a decision, the answer has to be rebuilt from archives.

  • Non-public board material travels by email and lives on unmanaged devices
  • Late changes create competing packet versions
  • Votes, consents and minutes approvals are tracked by hand
  • It is hard to show examiners exactly what the board saw before a decision

Who uses it

  • Corporate secretaries and board administrators at banks and credit unions
  • Directors and committee members
  • Executives who prepare board and committee materials
  • General counsel and compliance teams responsible for board records
  • Internal audit and examiners reviewing board oversight

Requirements it supports

Federal Reserve Supervisory Guidance on Board of Directors' Effectiveness (SR 21-3)Interagency Guidelines Establishing Information Security Standards (12 CFR Part 30 Appendix B; 12 CFR Part 748 Appendix A for credit unions)FDIC Annual Independent Audits and Reporting Requirements (12 CFR Part 363)NCUA general authorities and duties of federal credit union directors (12 CFR 701.4)Sarbanes-Oxley Act Section 301, for public holding companiesSEC Regulation FD (17 CFR Part 243), for public holding companies

The product supports these requirements; meeting them remains your organization’s responsibility.

See how it works

A short walkthrough

Illustrative screens with fictional sample data. They show the workflow, not any client’s data or configuration, and the layout of the product itself differs. A live demonstration uses the product with sample data.

  1. Step 1

    Building the packet

    The corporate secretary sees every agenda item, its presenter and whether its material is in.

    ItemAgenda topicPresenterCommitteeStatus
    1Approval of prior minutesCorporate secretaryBoardReady
    2Quarterly financial resultsChief financial officerBoardReady
    3Allowance for credit losses updateChief credit officerBoardMaterial overdue
    4Information security program reportChief information security officerBoardIn review
    5Executive sessionBoard chairBoardReady
    The corporate secretary sees every agenda item, its presenter and whether its material is in.

  2. Step 2

    Reading room settings

    Each meeting has its own controls over downloading, printing and offline reading, with readers named in the watermark.

    Board of Directors · Example Community Bank (fictional) · Quarterly meeting

    Members with access
    9 directors, 2 staff
    Download
    Not allowed
    Print
    Not allowed
    Offline reading
    iPad app only, removed after meeting
    Watermark
    Reader name and date
    Current version
    Version 3

    Recusals

    • Director 4 recused from item 3
    • Item 3 material hidden from Director 4
    Each meeting has its own controls over downloading, printing and offline reading, with readers named in the watermark.

  3. Step 3

    Who has read what

    The secretary can see which version each director has opened, without seeing their private notes.

    DirectorVersion openedDeviceAnnotations
    Director 1 (fictional)Version 3iPad appPrivate
    Director 2 (fictional)Version 3BrowserPrivate
    Director 3 (fictional)Version 2 onlyiPad appPrivate
    Director 4 (fictional)Version 3iPad appPrivate
    Director 5 (fictional)Not openedNoneNone
    The secretary can see which version each director has opened, without seeing their private notes.

  4. Step 4

    A written consent

    Between meetings, a written consent goes to every director, and each response is recorded with its time.

    Unanimous written consent · Approval of revised loan policy

    Sent to
    9 directors
    Signed
    7
    Outstanding
    2
    Attachments
    Revised loan policy, summary of changes
    Counsel review
    Complete

    Recent responses

    • Director 6 signed
    • Director 2 signed
    • Director 8 asked a question; secretary replied
    Between meetings, a written consent goes to every director, and each response is recorded with its time.

  5. Step 5

    The meeting record

    Attendance, recusals, motions and votes are recorded as the meeting happens, and feed the draft minutes.

    Board of Directors · Quarterly meeting (fictional)

    1. Quorum confirmed, 8 of 9 presentCorporate secretary
    2. Prior minutes approvedBoard
    3. Director 4 recused from item 3Corporate secretary
    4. Motion on allowance methodology approved, 7 for, 0 againstBoard
    5. Action item: revised security metrics for next meetingBoard chair
    6. Draft minutes sent for reviewCorporate secretary
    Attendance, recusals, motions and votes are recorded as the meeting happens, and feed the draft minutes.

  6. Step 6

    Action items

    Follow-ups from every meeting are tracked to an owner and reported back until they are closed.

    ActionFrom meetingOwnerDueStatus
    Revised security metricsQuarterly boardChief information security officerNext meetingOpen
    Concentration limits reviewRisk committeeChief risk officerNext meetingIn progress
    Auditor engagement letterAudit committeeChief financial officerPast dueOpen
    Updated succession planGovernance committeeBoard chairTwo meetings outOpen
    Follow-ups from every meeting are tracked to an owner and reported back until they are closed.

Workflows

The principal workflows

  1. Prepare

    The corporate secretary sets the agenda, collects materials from presenters and assembles the packet, with each item's owner and status visible until the packet is ready to publish.

    • Meeting created from the board or committee calendar
    • Agenda built and items assigned to presenters with a due date
    • Presenters upload their materials to their agenda item
    • Secretary reviews, orders and assembles the packet
    • Packet published to the members entitled to see it

  2. Read

    Directors open the packet in the reading room on an iPad or in a browser. Annotations are private to each director, and downloads, printing and offline access follow the settings you choose for each meeting or document.

    • Directors notified that a packet is available
    • Packet opened in the iPad app or browser after sign-in
    • Private notes and highlights added, visible only to that director
    • Late changes published as a new version with the changes marked
    • Who opened which version recorded

  3. Meet and decide

    During or between meetings the secretary records attendance, recusals and decisions. Motions, votes and written consents are run in the portal, and each director's vote is recorded with the time.

    • Attendance and quorum recorded
    • Directors with a declared conflict recused from the item and its materials
    • Motion recorded and vote opened
    • Votes or written consents collected and the result recorded
    • Action items assigned to owners with due dates

  4. Record

    The secretary drafts the minutes from the agenda and recorded decisions, sends them for review, and presents them for approval at the next meeting. Approved minutes and the packet as distributed are kept under your retention schedule.

    • Minutes drafted from the agenda, attendance and decisions
    • Draft reviewed by the chair and counsel
    • Minutes included in the next packet for approval
    • Approved minutes locked and signed
    • Packet, minutes and votes retained as the meeting record

Roles and permissions

Who does what in the product

Each role below is a starting point. During implementation we set them up to match your teams, and every action anyone takes is recorded in the audit trail.

Corporate secretary

Corporate secretary, board administrator, assistant secretary, governance officer

Runs the board's process and keeps its record: agendas, packets, votes, minutes and the library.

Sees

  • All meetings, agendas and packets for the boards and committees they administer
  • Who has opened each packet version
  • Vote and consent responses
  • Action items and the board library

Does

  • Creates meetings and builds agendas
  • Collects presenter materials and assembles and publishes packets
  • Sets reading room controls for each meeting or document
  • Records attendance, recusals, motions and votes
  • Drafts minutes and sends them for review
  • Tracks action items and maintains the library

Cannot

  • See directors' private annotations
  • Change a director's recorded vote
  • Edit minutes after they are approved and locked
Approvals
Agendas and draft minutes are approved by the chair; written consents and minutes are reviewed by counsel where your process requires it.
Notified about
Presenter materials uploaded or overdue, directors who have not opened the latest version, consent responses and minutes returned with comments.

Director

Director, trustee, board member, committee member

Prepares for meetings, records their votes and keeps their own notes in a controlled place.

Sees

  • Packets for the board and the committees they sit on
  • The board library and prior minutes
  • Their own annotations, votes and consents
  • Action items assigned to them

Does

  • Reads packets in the iPad app or browser
  • Adds private highlights and notes
  • Votes on motions and signs written consents
  • Declares conflicts of interest
  • Asks the secretary questions about an item

Cannot

  • Download or print where the meeting's controls do not allow it
  • See committee material for committees they do not sit on
  • See an item they are recused from
Approvals
Nothing they do needs approval; conflicts they declare are reviewed by the chair and counsel.
Notified about
New packets and versions, votes and consents waiting for them, and action items assigned to them.

Board or committee chair

Board chair, lead director, committee chair

Sets the agenda with the secretary and approves the record of each meeting.

Sees

  • Everything a director sees for their board or committee
  • Draft agendas and minutes
  • Packet readiness and director access
  • Declared conflicts

Does

  • Approves the agenda before the packet is published
  • Opens and closes votes
  • Approves draft minutes for presentation to the board
  • Decides on recusals with counsel
  • Assigns action items

Cannot

  • See other directors' private annotations
  • Change a recorded vote
  • Change reading room controls without the secretary
Approvals
Approves agendas and draft minutes; minutes become final only when approved by the board or committee.
Notified about
Agendas and minutes waiting for approval, and conflicts declared on their board's items.

Presenter

Executive officer, department head, external adviser presenting to the board

Supplies material for the agenda items assigned to them.

Sees

  • Their own agenda items and due dates
  • The material they have uploaded

Does

  • Uploads and replaces material for their items before the deadline
  • Answers questions from the secretary
  • Updates action items assigned to them

Cannot

  • See the rest of the packet unless they are also a member
  • Publish a packet
  • Replace material after the packet is published without the secretary
Approvals
Their material is reviewed by the secretary before it is published.
Notified about
Items assigned to them, upcoming and missed deadlines, and action items assigned to them.

General counsel

General counsel, outside counsel, chief legal officer

Reviews the board record and advises on conflicts, consents and confidentiality.

Sees

  • Packets for the boards and committees they advise
  • Draft minutes and written consents
  • Declared conflicts and recusals

Does

  • Reviews and comments on draft minutes and consents
  • Advises on and records recusals
  • Sets retention for packets and annotations with the secretary
  • Places records on legal hold

Cannot

  • See directors' private annotations unless retained under your policy and a legal process
  • Change recorded votes
  • Publish packets
Approvals
Their review is a step in the minutes and consent workflow where your process requires it.
Notified about
Minutes and consents sent for their review, and conflicts declared.

Auditor or examiner (read-only)

Internal auditor, external auditor, regulatory examiner (under temporary access)

Reviews what the board was given and decided, without being able to change anything.

Sees

  • Packets as distributed, minutes and vote records within the scope granted
  • Attendance and action item reports
  • The audit trail

Does

  • Searches and reads records within their scope
  • Exports records they have been given access to, with each export logged

Cannot

  • Change, approve or delete anything
  • See directors' private annotations
  • Keep access after it expires
Approvals
Their access is approved by the corporate secretary or general counsel, with a scope and an end date.
Notified about
Nothing by default; access granted and expiring is confirmed to the person who approved it.

Administrator

Application administrator, IT administrator

Manages users, devices and sign-in for the portal, without access to board material.

Sees

  • Users, roles and committee membership
  • Device registrations for the iPad app
  • The record of permission changes

Does

  • Adds and removes users, or maps them from single sign-on groups
  • Removes cached content from a lost or retired device
  • Ends access for departing directors
  • Runs access review reports

Cannot

  • Open packets, minutes or votes
  • Add a user to a board or committee without the corporate secretary
  • Change reading room controls
Approvals
Changes to board or committee membership are approved by the corporate secretary.
Notified about
Access reviews coming due, devices not seen for a period your policy sets, and failed sign-in attempts.

Permissions at a glance

ActionSecretaryDirectorChairPresenterCounselAuditorAdmin
Build agendasFullNo accessApprovesNo accessView onlyNo accessNo access
Upload agenda materialFullNo accessNo accessOwn work onlyNo accessNo accessNo access
Publish a packetFullNo accessNo accessNo accessNo accessNo accessNo access
Read packetsFullOwn work onlyOwn work onlyNo accessOwn work onlyView onlyNo access
Set reading room controlsFullNo accessNo accessNo accessView onlyNo accessNo access
Vote or sign a consentNo accessOwn work onlyOwn work onlyNo accessNo accessNo accessNo access
Record attendance and resultsFullNo accessView onlyNo accessView onlyView onlyNo access
Record recusalsFullNo accessApprovesNo accessApprovesView onlyNo access
Draft and approve minutesFullNo accessApprovesNo accessView onlyView onlyNo access
View audit trailView onlyNo accessNo accessNo accessView onlyView onlyView only
Remove content from a deviceFullOwn work onlyNo accessNo accessNo accessNo accessFull
Manage users and rolesApprovesNo accessNo accessNo accessNo accessNo accessFull
  • Full
  • Own work only
  • Approves
  • View only
  • No access

How access is controlled

  • Directors' annotations are private to them; no other role can read them in the portal, and their retention follows the policy you set with counsel.
  • Roles are configured with you during implementation. You can rename them, create custom roles, and limit access by board, committee, meeting or agenda item.
  • Recusal is enforced, not just recorded: a recused director cannot open the item's material or vote on it, and the exclusion is part of the meeting record.
  • Staff and directors sign in through your identity provider where possible, and roles can follow its groups. Auditors and examiners get temporary read-only access with a scope and an end date, rather than shared accounts.

Features

What it does

Packet builder

Agenda items, presenter uploads, ordering, page numbering and a table of contents, assembled into one packet with its version history.

Reading room controls

Per meeting or per document, choose whether directors can download, print or read offline, and apply a watermark naming the reader.

iPad and browser access

Directors read packets in an iPad app or a current web browser, with the same annotations and controls in both.

Remote removal

Packets cached on a device for offline reading can be removed remotely, and access ends when a director leaves the board.

Private annotations

Highlights and notes belong to the director who made them; the institution's retention of them follows your policy.

Versioning and late changes

Each published version is kept, changes are marked for directors, and the record shows who opened which version.

Committees and access

Separate workspaces for the board and each committee, so audit, risk or compensation material reaches only its members.

Conflicts and recusals

Declared conflicts recorded, and recused directors kept out of the related item's materials, discussion notes and vote.

Votes and written consents

Motions, votes and unanimous written consents run in the portal, with each director's response and time recorded.

Minutes

Minutes drafted from the agenda and recorded decisions, routed for review, approved at the next meeting and locked.

Action items

Follow-ups from each meeting assigned to an owner with a due date, and reported back to the board until closed.

Board library

Charters, policies, bylaws, prior minutes and reference documents in one searchable library for directors.

Integrations

How it connects to your systems

Connects toHowWhat flows
Single sign-onStaff and directors sign in through your identity provider (SAML or OpenID Connect), where your institution issues director accounts.In: user identity and group membership for role assignment.
Mobile device managementThe iPad app can be distributed and configured through your mobile device management, including for institution-issued director devices.In: app configuration and device policy.
CalendarMeeting dates and invitations sent to directors' calendars, with a link to the packet rather than the material itself.Out: meeting invitations and updates.
Document managementApproved minutes and the packet as distributed exported to your records or document management system.Out: approved minutes, packets and vote records.
Electronic signatureSigned minutes and consents captured in the portal, or through the electronic signature platform your institution already uses.Out: documents for signature. In: signed copies and completion records.
Risk and compliance reportingBoard-ready reports from other Moraph products, such as model risk or vendor risk summaries, added to a packet as agenda items.In: report documents for inclusion in packets.

Each integration is confirmed in discovery and specified in the design. See how an engagement progresses.

Security and privacy

How your data is protected

Single sign-on

Staff and directors sign in through your identity provider, or through invited accounts with multi-factor authentication where directors have no institution identity.

Role-based access

Each person sees only the meetings, committees and items they are entitled to, and recused directors are excluded from the related material.

Reading room controls

Download, print and offline settings are enforced per document, watermarks name the reader, and cached copies can be removed remotely.

Encryption and keys

Client data is encrypted, including copies cached on devices, with keys Moraph staff cannot use without explicit, time-bound authorization.

Complete audit trail

Every publication, view, vote, approval and export is logged with the person and time, and cannot be edited.

Data residency

Data stays in the hosting region you choose: the United States, the United Kingdom or Australia.

Company-wide controls, independent audits (SOC 2 Type II and ISO/IEC 27001) and data residency are described in our Trust Center, where you can request the evidence pack.

Reporting

What you can report on

10 standard reports, grouped by who uses them. Each shows who it is for, how it can be broken down, how it is delivered and what it is used for. The data behind them is also available to your own reporting tools.

Meeting preparation

Packet readiness

For corporate secretary and chair

Each agenda item for an upcoming meeting, its presenter, due date and whether the material is in, under review or overdue.

Break down by
Meeting, Presenter, Status, Committee
Delivered as
Live dashboard; scheduled email
Used for
Getting the packet out on time and chasing late material.

Packet access

For corporate secretary and chair

Which directors have opened each packet version and when, without showing their annotations.

Break down by
Meeting, Version, Director, Device type
Delivered as
Live view
Used for
Making sure directors have the latest version before the meeting.

Consents and votes outstanding

For corporate secretary

Open votes and written consents, who has responded and who has not.

Break down by
Consent or vote, Director, Status, Date sent
Delivered as
Live dashboard; scheduled email
Used for
Following up outstanding responses.

Governance oversight

Attendance

For board chair, governance committee and corporate secretary

Attendance by director at board and committee meetings over a period.

Break down by
Director, Board or committee, Period
Delivered as
Live view; PDF and CSV export
Used for
Board self-assessment and director evaluations.

Action item tracker

For board, committees and executive owners

Every action item from board and committee meetings with its owner, due date and status.

Break down by
Board or committee, Owner, Status, Due date
Delivered as
Live dashboard; PDF for packets
Used for
Reporting follow-ups back to the board until they are closed.

Committee calendar and charter coverage

For governance committee and corporate secretary

Meetings held by each committee and the charter responsibilities each agenda item addressed over the year.

Break down by
Committee, Charter responsibility, Meeting, Period
Delivered as
Live view; PDF export
Used for
Showing that each committee covered what its charter requires.

Conflicts and recusals

For general counsel and governance committee

Conflicts declared by directors and the items each director was recused from.

Break down by
Director, Meeting, Agenda item, Period
Delivered as
Live view; PDF export
Used for
Evidencing that conflicts were declared and managed.

Records and audit

Meeting record

For corporate secretary, auditors and examiners

For a selected meeting, the packet as distributed with all versions, attendance, recusals, votes and approved minutes.

Break down by
Meeting, Board or committee, Date range
Delivered as
On request in the product; PDF export
Used for
Showing examiners exactly what the board was given and decided.

Minutes status

For corporate secretary and general counsel

Minutes in draft, in review, awaiting board approval and approved, for every board and committee.

Break down by
Board or committee, Status, Reviewer, Meeting date
Delivered as
Live dashboard
Used for
Keeping minutes moving to approval.

Access and audit trail extract

For internal audit, information security and examiners

Who opened, published, downloaded, voted or exported what and when, for a selected meeting, user or period.

Break down by
User, Action, Meeting, Date range
Delivered as
On request in the product; CSV and PDF export
Used for
Answering questions about who had access to non-public material.

Exports, access and evidence

  • Every report can be exported to CSV, and summary and record reports to PDF. Reports can be scheduled to arrive by email for the people entitled to see them.
  • No report shows the content of directors' private annotations; access reports show only that a version was opened.
  • Meeting records and vote data are available through the Moraph Work API for your records management system.
  • Reports respect each viewer's role: a committee chair sees their committee, the secretary sees every board and committee they administer, and examiners see the scope they are granted.
  • Record reports can be run as of a past date and give the same result each time. Running and exporting a report is itself recorded in the audit trail.

Deployment

Where and how it runs

Moraph cloud

Hosted and operated by Moraph in the United States region. United Kingdom and Australia regions are available for institutions outside the US.

Dedicated environment

A single-tenant environment for institutions whose policies require isolation, scoped in the proposal.

iPad app

The reader app runs on current iPadOS versions and can be distributed through your mobile device management; directors without an iPad use a web browser.

Security controls, independent audits and data residency are set out in our Trust Center. Engagement models and what drives a quotation are on Working with Moraph.

Implementation

What a rollout involves

The general phases are on Working with Moraph. For this product, they involve the following.

Board structure

We set up your board, committees, members, charters and meeting calendar, with the corporate secretary and counsel.

Reading room policy

Default download, print, offline and watermark settings are agreed for each committee, along with retention of packets and annotations.

Templates

Agenda, minutes and written consent templates are configured to match your bylaws and current practice.

Devices and sign-in

Sign-in is connected to your identity provider, and the iPad app is set up for institution-issued or personal director devices under your policy.

Library migration

Charters, policies and the prior minutes you choose are loaded into the board library.

Director onboarding

Directors are taken through reading, annotating and voting, and the secretary runs a first meeting with Moraph alongside.

Limitations

What it does not do

Worth knowing before you evaluate it.

  • Reading room controls limit downloading and printing in the portal, but they cannot stop someone photographing a screen. Watermarks and the access record discourage and trace this.
  • Directors need a current iPad or web browser. Android tablet and Windows apps are not included; directors on those devices use the browser.
  • The portal records votes and consents; whether a vote or consent is valid under your bylaws and state law is a matter for your counsel.
  • It is not a full entity management system: subsidiary records, officer appointments and statutory filings are not included.
  • Video conferencing is not included; meetings held remotely use your existing conferencing tool alongside the portal.
  • Public company disclosure filings are not prepared or filed from the portal.
  • Retention of private annotations follows the policy you set; directors should understand that policy before they annotate.

Evaluation checklist

What to test in a demonstration or pilot

Questions worth putting to us, and to any other vendor you are considering.

  1. Build a packet from one of your recent agendas and publish it to a test committee
  2. Ask a director to read, annotate and vote on an iPad and in a browser
  3. Turn off downloads and printing and check what a director can and cannot do
  4. Record a recusal and confirm the recused director cannot see the item
  5. Publish a late change and review how directors are shown what changed
  6. Produce the record an examiner would ask for: packet as distributed, minutes and votes

Questions

Frequently asked questions

Can directors read packets without an internet connection?

Yes, in the iPad app, if you allow offline reading for that meeting. Cached packets are encrypted on the device and can be removed remotely or automatically after the meeting.

Can the institution see a director's notes?

Annotations are private to the director in the portal. Whether they are retained, and for how long, follows the policy you set with counsel during implementation.

Do directors need institution-issued iPads?

No. Directors can use their own iPad or a web browser; many institutions issue managed devices so that the device policy also applies. That choice is yours.

Are votes recorded in the portal legally binding?

The portal records who voted, how and when. Whether a vote or written consent is valid depends on your bylaws and applicable law, and should be confirmed with your counsel.

How is it priced?

As a subscription, usually measured by the number of boards, committees and users, with implementation charged separately. See Working with Moraph for what drives a quotation.

Is there an accessibility conformance report?

Ask for one through the procurement request form at /how-to-buy/request, naming the version you are evaluating.

Next steps

Evaluate Board Governance & Packet Portal

Book a demonstration

See the product working with sample data, focused on your workflows.

Request a demonstration

Request a technical briefing

Architecture, integrations, security and hosting, with our engineers and your technical team.

Request a briefing

Factsheet

This page on two sides, to share with colleagues or add to your evaluation file.

Open the factsheet

Buying through a formal procurement? See How to buy for purchasing routes, accessibility conformance reports and company information. Documentation: Board Governance & Packet Portal guides on docs.moraph.com (getting started and security guides are public; setup, administration and integration guides are for client accounts). Support: Board Governance & Packet Portal support guide.

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