A director who is unreachable between meetings, who consistently signs documents without review, or who is unaware of developments in the fund's portfolio between formal meetings is not exercising the continuous oversight that their fiduciary duties require. The practical test is simple: if something went materially wrong with the fund between two quarterly meetings, would the directors have known about it, and would they have had the information and authority to act?

The role of the board in digital asset fund governance is further addressed in the companion articles on why independent directors matter more in crypto than in traditional finance and board oversight of exchanges, custodians, and counterparties. The CV5 Capital platform provides active independent directors as a standard component of its governance framework.

Key Takeaways

• An active crypto fund board exercises substantive independent judgment on NAV quality, mandate compliance, risk levels, custody arrangements, and AML compliance at each meeting. Passive endorsement of management decisions is not governance.
• Board meeting minutes must document the discussion, questions, and reasoning that preceded each resolution, not merely the resolutions themselves. Minutes without discussion records are evidence of nominal governance.
• The quarterly board meeting should systematically address NAV review, mandate compliance, risk metrics, custody confirmation, AML updates, and any material decisions requiring board approval.
• Good governance occurs between meetings as well as at them. Directors must maintain awareness of the fund's developments and be available for urgent consultation between formal meeting cycles.
• The number of boards a director serves on is an ODD signal. A director who is physically incapable of reviewing board materials for every fund they oversee cannot be exercising genuine independent judgment on each.