Board MinutesSAFE

A suite of plugins for legal workflows

The instruction file, verbatim from the audited commit — this is the text the model reads, and the surface the audit's instruction layer examines. Quoted here so you can judge it without cloning anything.

---
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 <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,

SAFEgrade B · trust 89/100 Nothing in the source contradicts what it says it does. Grade A is reserved for packages that have also passed the behavioural sandbox.

What the source does

Filesystem

none-observed

Network

none-observed

Shell

none-observed

Dependencies

pinned

Secrets in source

none-found

Findings (0)

No findings outside the package's declared scope.

Gates applied: no_behavioural_pass.

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