Board Minutes

Board Minutes

Matter context

Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /corporate-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at ~/.claude/plugins/config/claude-for-legal/corporate-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.

Purpose

Board minutes are a legal record. They need to be accurate, complete, and in a format that will hold up under scrutiny — whether that's a financing due diligence review, a regulatory inquiry, or an M&A data room. This skill drafts them in your house format so you spend your time reviewing and correcting, not formatting and re-typing.

Load context

• ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md → ## Board & Secretary section:
• Minutes format (long-form narrative / action minutes / hybrid)
• Minutes template extracted from seed documents (structure, resolution language, header format)
• Board composition and committees
• Written consents — what they're used for and any limits
• If ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md has no minutes format: run cold-start first. Do not proceed with a generic format.

Step 1: Identify the meeting

Calendar detection

If the calendar connector is authorized, search for upcoming events matching board and committee keywords:

Search terms: "Board of Directors", "Board Meeting", "Audit Committee", "Compensation Committee", "Comp Committee", "Nominating", "Nom/Gov", "Governance Committee", "Special Committee", "Board of Directors — [Company]"

Time window: Look 30 days forward. If no upcoming meeting is found, look 14 days back (minutes are often drafted after the fact).

Present what you find:

I found the following board or committee meetings on your calendar: 1. [Meeting name] — [Date], [Time], [Location/Virtual] 2. [Meeting name] — [Date], [Time], [Location/Virtual] Which one are these minutes for? Or is it a different meeting not on here?

If the calendar connector is not authorized or returns nothing: ask directly — what meeting, what date, what type (full board / which committee)?

Meeting metadata to confirm

Once the meeting is identified, confirm or fill in:

• Meeting type: Full Board of Directors / [Committee name]
• Date and time
• Location or platform (in-person address / Zoom / Teams / telephonic)
• Called by / Notice: Was proper notice given? (Yes / waived — waiver of notice is a common exhibit)

Step 2: Attendance

Ask for the attendee list, or offer to pull from the calendar invite if the connector is authorized.

Directors present:

• Pull from board composition in ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md as the starting point
• Ask who was actually present, who was absent, and whether any absent directors had advance notice

Management present:

• Who from management attended? (CFO, CAO, CTO, etc.)
• Note: management attendees are typically listed separately from directors

Guests:

• Outside counsel present? (Name and firm)
• Investment bankers, auditors, or other advisors?
• Any guests who attended for specific agenda items only (note their attendance as limited to that item)

Chair:

• Who chaired the meeting?
• Who acted as secretary?

Quorum:

• Check the charter and bylaws for the quorum requirement. If the charter is silent, research the applicable state corporate law for the default rule for this entity type. Record what you confirmed (source and pinpoint) in the drafting notes.
• Confirm quorum was present. If not: stop and flag before drafting. Do not produce minutes that imply a valid meeting occurred. Surface the question to outside counsel — the remediation path (ratification, re-meeting, written consent, other) depends on the state of incorporation and the nature of the action.

Step 3: Materials

Ask for the meeting materials. These are the source for the agenda items and any resolutions.

Can you share the agenda and any pre-read materials for this meeting? Even a rough agenda is enough to structure the minutes. If there were board slides or a management presentation, upload those too — I'll use them to fill in the agenda item summaries. If materials weren't distributed in advance, tell me the agenda items and I'll draft placeholders for each.

From the agenda and slides, extract:

• Agenda items in order
• Any resolutions proposed (look for board approval language: "approve," "authorize," "ratify," "adopt," "elect")
• Any exhibits referenced (management presentations, financial reports, legal memos, valuations)
• Any votes expected

If no materials: Ask for the agenda items verbally and proceed with placeholders for discussion content.

Step 4: Draft the minutes

Use the house format from ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md. Do not default to a generic format. The seed minutes are the template — replicate the structure, the header, the resolution language, the level of discussion detail.

Standard structure (adapt to house format)

Header block:

MINUTES OF [MEETING TYPE] OF THE BOARD OF DIRECTORS
[OR: MINUTES OF THE [COMMITTEE NAME] OF THE BOARD OF DIRECTORS]
OF [COMPANY NAME]

[Date]
[Location / Telephonic / Video Conference]

Opening:

• Meeting called to order by [Chair name] at [time]
• Notice: [proper notice given / notice waived — attach waiver as exhibit if applicable]
• Quorum confirmed: [N of M directors present]
• Secretary: [name]

Attendees:

• Directors present: [list]
• Directors absent: [list, if any]
• Also present: [management, outside counsel, guests — with roles]

Previous minutes: Standard language: approval of minutes from prior meeting. Pull date of prior meeting from ~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md board calendar if available, otherwise leave as [DATE OF PRIOR MEETING].

Agenda items — one section per item:

[AGENDA ITEM TITLE]

[Chair/presenter name] [presented / reported on / led a discussion of] [topic].

[Discussion summary — see drafting notes below]

[If resolution follows:]
Upon motion duly made and seconded, the following resolution was adopted [by unanimous vote / by a vote of N for, N against, N abstaining]:

RESOLVED, that [resolution text in house language from `~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md`].

Adjournment: Standard language: meeting adjourned at [time], there being no further business.

Signature block: Secretary signature line. Some formats include a chair countersignature.

Drafting notes

Discussion summaries: The hardest part of minutes is deciding how much discussion to capture. Follow the house format from seed documents exactly:

• Long-form narrative: Summarise the substance of the discussion — what questions were raised, what information was presented, what factors the board considered. Do not quote individuals unless the specific attribution matters legally.
• Action minutes: Note only what was presented and what action was taken. No discussion content beyond "the board discussed the matter."
• Hybrid: Full narrative for major items (acquisitions, financials, significant approvals), action-only for routine items.

When materials were provided: pull summary content from the slides and management presentation. The board "received and reviewed" a presentation — summarize what the presentation covered.