Reviewing and adopting a draft

What a review is for

Boards rarely adopt a document the first time anyone sees it. Someone drafts the amended bylaws, the board reads them, people object to a clause, a second draft answers the objections, and then — at a meeting or by written consent — the board votes. A review is BoardTools' name for that whole loop, kept in one place.

The point of running it here rather than over email is what you end up with: when the board adopts a draft, that exact version becomes the document's official current version, with its effective date and the motion that carried it recorded against it. Nobody has to remember, a year later, which attachment in whose inbox the board actually voted on.

Starting a review

Open the document and find the Review section, then choose Circulate for review. You'll be asked for:

• What the board is reviewing — a short title. It's what reviewers see, and it becomes the title of the motion if the draft goes to a vote.
• Notes for reviewers — optional. What to focus on, or what changed since last time.
• The draft — attach the file, and it's uploaded as a new version of the document. Leave it empty to circulate the version already in the library.
• Comments due — optional, and read in your board's own time zone (the one set in board settings), so 5:00 PM means 5:00 PM where your board sits. Reviewers see it, and it does not close the review — only a decision does that. You can change or remove it later; see The comment deadline.
• Proposed effective date — for a governing document, the date it would take effect if adopted. You confirm it again at adoption, after the vote.

A circulated draft is not yet in force

Circulating a draft adds it to the document's version history — it does not make it the document's current version. Until the board adopts it, the draft shows as In review in the version history, and everything that answers "what does our text actually say" keeps serving the adopted version: the library and the Governing list, Download selected, meeting materials, and any board packet compiled while the review is open.

That is deliberate. For the weeks an amendment is out for comment, a packet or a download must contain the bylaws the board is operating under, not the proposal it is considering.

A document can have one review in progress at a time. Two competing drafts of the same bylaws circulating at once causes exactly the confusion a review is supposed to prevent, so BoardTools won't let it happen — finish or withdraw the current review before starting another. Documents can have as many finished reviews as you like; they stay as history.

Where you find out a review is waiting on you

Circulating a draft tells the board. The moment you choose Circulate for review, everyone currently serving — except you, who just sent it — gets a notification naming the document and the date comments are due, with a link straight to the review. It arrives in-app on the bell and by email, both governed by the Documents row of your notification preferences.

You don't have to rely on that one notice, though. Until you've commented, an open review also shows up in two places you'll pass anyway:

• Your Overview — a Documents awaiting your comment section lists every open review you haven't commented on, soonest deadline first, each linking straight into the review. While one is waiting, Overview will not tell you you're all caught up. The row disappears once you comment, or when the review closes, is withdrawn, goes to a vote, or passes its comment deadline.
• The document library and the Governing tab — a document with a review in progress carries an Out for review badge beside its version, so anyone scanning the library can see the text is currently in play before citing or editing it. The badge links to the review, and disappears when the review is decided or withdrawn.

Seeing everything the board has out for review

Those two places answer "what needs me". A chair usually needs the other question — what is the board circulating right now? — and that has its own page: Documents → Out for review, or the Out for review figure on the Documents summary strip, which shows how many rounds are live and links straight there.

It lists every live round the board has, newest first, and for each one:

• the round's title, linking into the round itself;
• which document it amends, and which draft is under review;
• how many comment threads are still unresolved, and how many comments there are in total;
• when it was circulated and, if it has one, when comments are due — with a Comments overdue flag once that date has passed;
• where the vote stands, once the round has gone to one.

Two things make this different from the Documents awaiting your comment section on your Overview:

• it is not personal. A round stays on this list after you have commented, because it is still out with the rest of the board.
• it includes rounds that are out for vote, not just out for comment. A draft being balloted is still in play — arguably more so.

By default you see only what is live. Use the Status filter to narrow to just Out for comment or just Out for vote, or to widen to Decided (adopted, not adopted, and withdrawn rounds) or All rounds for the board's whole review history. The filter lives in the address, so a filtered view is something you can bookmark or paste into an email.

Everyone who can read a review can use this page. It changes where rounds are listed, not who may see them.

Commenting on a draft

Every board member can comment. Open the review from your Overview, from the Out for review list or badge in the library, from the document page, or from the link in the notification — then use the comment box at the bottom.

• Reply to someone else's comment to keep a discussion together. Threads are one level deep, so a conversation stays readable.
• Page and quoted text are optional. Use them to say precisely what you're commenting on — "page 4, 'a majority of directors then serving'" — so the drafter doesn't have to guess.
• Mark resolved when a thread has been dealt with. Resolved threads are hidden by default and can be reopened; the review header shows how many are still open.
• You can delete your own comment. Nobody can delete anyone else's — a review is the record of what the board said. Deleting your own is recorded in the audit log (the fact of it, not the text).

Each comment shows which draft it was written against. That's what makes revising safe: after a second draft lands, an objection raised on the first one still reads as being about the first one.

The comment deadline

Comments due is advisory. It tells the board how long it has, and it's the date the "please comment" notification and your Overview both quote — but it never closes anything. A review closes when the board decides it, and nothing else.

So when the deadline passes:

• the comment box stays open. You get a warning above it saying the deadline has passed and that your comment will still be recorded — because it will. A chair who asks for one more objection after the date should get it on the record, not a lost comment.
• the review page marks the deadline as Passed, so nobody mistakes a lapsed date for a live one.

Whoever is coordinating the review — anyone who can circulate a draft — sees a button beside Comments due on the review page:

• Extend the deadline to give the board more time (or bring it forward to close the window earlier). Times are entered in your board's time zone, the same one the page displays the deadline in.
• Leave the field empty to remove the deadline altogether: the review then stays open to comment until it's decided.

Extending a lapsed deadline (or removing it) also brings the review back to the Documents awaiting your comment section on the Overview of everyone who hasn't commented yet — so the extra time is actually noticed.

The deadline can only be changed while the review is still open for comment. Once it's gone to a vote, the draft is settled and the deadline governs nothing, so the control disappears. Every change — including removing the deadline — is written to the audit log with the old date and the new one, because how long the board had to object is part of the record.

Revising the draft

While a review is open, whoever is coordinating it can choose Upload a revision. The revised file becomes a new version of the document and the board reviews it from there. Comments already made stay attached to the draft they were written on, so the record reads as "these objections were raised on draft 1, and draft 2 answers them."

Once a review has gone to a vote, the draft is settled — you can't revise it without withdrawing the vote first. The board can't be voting on text that is still moving.

Putting it to a vote

When the draft has settled, choose Put to a vote. There are two ways, and BoardTools uses whichever your board actually does:

• At a meeting — the draft becomes a motion on an upcoming meeting's agenda. The board discusses and votes in the room, and quorum applies as usual.
• By written consent — a consent round between meetings. Every eligible voter is emailed their own single-use ballot link, with a deadline. It's tallied against all eligible voters, which means a non-response is not consent. Written consent is available depending on your plan.

You can edit the wording of the motion before it goes out — BoardTools composes a sensible first draft ("That the board adopt the amended Bylaws as circulated in draft 2, effective 2026-04-01."), and your secretary should make it match how your board words motions. Recording a mover and seconder is optional.

Adopting the result

Once the vote carries, the review offers Adopt this version. Adopting:

1. makes that draft the document's official current version,
2. stamps its effective date,
3. records the motion that ratified it, and
4. closes the review as adopted.

Adopting is the only thing that changes which version is current — it is the moment the board's text actually changes. The previous version is never overwritten: it stays in the document's version history, marked Superseded, so you can always see what the text said before.

Adoption is a deliberate step, not something that happens automatically when the tally comes in, because someone has to confirm the effective date. A vote that carries three weeks after the draft was circulated often takes effect on a different date than the one originally proposed, and a governing document with the wrong in-force date is a real problem.

If the vote doesn't carry, choose Record as not adopted. The document's current version is unchanged and the review closes with the board's decision on record — that the board considered this draft and declined it is worth keeping.

Withdrawing a review

A review can be withdrawn if it's been superseded, sent to a committee, or is simply no longer needed. Its comments stay on record and the document is free for a new review. The document's current version is unchanged — the drafts that were circulated stay in the version history (history is never rewritten), but none of them was ever in force.

If a vote is already open when you withdraw, the vote is not withdrawn with it. Retracting a live ballot is a separate decision, made on the meeting or decisions surface by someone who can manage motions — BoardTools won't quietly cancel a vote the board is in the middle of casting.

Who can do what

The split is deliberate. A staff liaison can run a review — circulate the draft, chase the comments — without being able to open the ballot that decides it. And adopting a draft carries the same elevated permission as managing governing documents, because it changes what your board's governing text is.

What gets recorded

Circulating, revising, changing the comment deadline, putting to a vote, adopting, rejecting, and withdrawing are all written to the audit log, naming who did it and when. The adoption event records the version that became official, its effective date, and the motion that ratified it — which is the entry an auditor or your counsel will want to see.