--- name: board-minutes description: > Drafts board or committee meeting minutes in your house format. Auto-detects upcoming board and committee meetings from your calendar, asks for the agenda and any slides or pre-read materials, and produces a complete draft in the format learned from your seed minutes. Also handles written consents in lieu of meetings. Trigger: "board minutes", "draft minutes", "upcoming board meeting", "committee minutes", "written consent", or calendar detection of an upcoming board or committee event. --- # 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 ` 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//`. 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. When no materials: insert `[PLACEHOLDER — summarize discussion here]` and flag it clearly. Do not fabricate discussion content. **Resolutions:** Use the exact resolution language from the seed minutes — "RESOLVED, THAT" vs. "BE IT RESOLVED" vs. "RESOLVED" alone. The language is house style, not interchangeable. **Exhibit references:** Number exhibits in the order they appear (Exhibit A, B, C). Common exhibits: management presentation, financial statements, valuation reports, legal opinions, waivers of notice, consents. --- ## Step 4.5: Consequential-action gate (adopt minutes) **Before adopting minutes as final:** Read `## Who's using this` in `~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md`. If the Role is **Non-lawyer**: > Adopting minutes makes them the official record of what the board decided — they're the primary evidence of authorization for the actions taken at the meeting. Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them: > > - What was decided (resolutions, votes, who was present) > - What the draft captures and what is still a placeholder > - Open questions (any flagged attendance, quorum, or conflict notes) > - What could go wrong (misstated resolutions, missing disclosures, quorum defects, privilege leakage in discussion summaries) > - What to ask the attorney (is the discussion depth right for this board's practice; are exec-session notes properly segregated; do any items need more documentation) > > If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service. Do not produce the final adoption-ready version past this gate without an explicit yes. A marked-DRAFT for attorney review is fine. --- ## Step 5: Output and review prompts Produce the full draft. The minutes themselves are a corporate record, not privileged; do not apply the work-product header to the minutes as circulated. The drafting notes, placeholder flags, and review checklist below are work product — prepend the work-product header from `~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md` `## Outputs` (it differs by user role — see `## Who's using this`): ``` [WORK-PRODUCT HEADER — per plugin config ## Outputs — differs by role; see `## Who's using this`] ``` After the draft, add a review checklist: ``` [WORK-PRODUCT HEADER — per plugin config ## Outputs — differs by role; see `## Who's using this`] REVIEW CHECKLIST — please verify before circulating: □ All directors confirmed present/absent (check against actual attendance) □ Quorum confirmed correct □ Resolution language matches what was actually approved (check wording carefully) □ Votes recorded correctly — any abstentions or dissents to note? □ Exhibits numbered and referenced correctly □ Any executive sessions held? (Add separate executive session note if so) □ Any conflicts of interest disclosed? (Director recusal to note if applicable) □ Time of adjournment to fill in □ Outside counsel reviewed? (If required by your process) ``` Flag any sections where content is a placeholder and needs the attorney's input before the minutes are accurate. Add as a final pre-adoption note on the draft, stripped before adoption: > This is a draft for attorney review, not adopted minutes. Adopted minutes are the official record of board action and carry legal consequences — a licensed attorney reviews, edits, and takes professional responsibility before adoption. Do not adopt this draft unreviewed. --- ## Written consents For drafting written consents in lieu of a meeting, use `/corporate-legal:written-consent`. That skill handles precedent search, state-law confirmation, and the scope warning for major one-off actions. --- ## What this skill does not do - It does not attend the meeting or capture real-time discussion — it drafts from materials and attorney input. - It does not determine whether a resolution is legally valid or sufficient — it drafts in house format; legal judgment on adequacy is the attorney's call. - It does not finalize minutes — the draft requires attorney review before circulation. - It does not distribute minutes — output is for the attorney to review, edit, and circulate via their own process. --- Attribution added by YourAIKit. It is not part of the upstream file. - Source: https://github.com/anthropics/claude-for-legal/tree/main/corporate-legal/skills/board-minutes - Credit: Anthropic, Claude for Legal (corporate-legal) - Upstream copy: anthropics/claude-for-legal at commit 4a6c651889c97cc9140580363c73e0eb17379c2b, corporate-legal/skills/board-minutes/SKILL.md - Copyright: held by the upstream authors credited above - License: Apache-2.0. Full text: https://youraikit.com/licenses/anthropics-claude-for-legal-root/LICENSE - The full upstream license text (LICENSE) follows. License (LICENSE): ```text Apache License Version 2.0, January 2004 http://www.apache.org/licenses/ TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License. "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: (a) You must give any other recipients of the Work or Derivative Works a copy of this License; and (b) You must cause any modified files to carry prominent notices stating that You changed the files; and (c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License. 5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions. 6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. 7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License. 8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability. END OF TERMS AND CONDITIONS APPENDIX: How to apply the Apache License to your work. To apply the Apache License to your work, attach the following boilerplate notice, with the fields enclosed by brackets "[]" replaced with your own identifying information. (Don't include the brackets!) The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same "printed page" as the copyright notice for easier identification within third-party archives. Copyright [yyyy] [name of copyright owner] Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. ```