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.

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