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Skillsboard-minutes

board-minutes

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Updated 10-15 20:29

About this skill

Board Minutes

Matter Context

Matter context. Check ## 事项工作区in the practice-level CLAUDE.md. If Enabled is ✗(the default for in-house legal users), skip the rest of this paragraph—the skill uses practice-level context and the matter machinery is not visible. If enabled and there is no active matter, ask: "Which matter is this? Run /corporate-legal:matter-workspace switch <事项简称> or say 实务级." Load the active matter's matter.md to get matter-specific context and override rules. Output is written to the matter folder ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/matters/<事项简称>/. Never read files from other matters unless 跨事项上下文 is 开.

Purpose

Board minutes are legal records. They need to be accurate, complete, and in a format that stands up to scrutiny—whether for financing due diligence review, regulatory investigation, or an M&A data room. This skill drafts in your internal format, so you spend your time reviewing and correcting rather than formatting and retyping.

Load Context

  • ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md → ## 董事会与公司秘书 sections:
    • Minutes format (detailed-record style/resolution style/hybrid style)
    • Minutes template extracted from seed files (structure, resolution wording, header format)
    • Board composition and committees
    • Written resolutions—what they are used for and any restrictions
  • If ~/.claude/plugins/config/claude-for-legal-zh/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 meeting" "board of directors" "audit committee" "compensation and assessment committee" "nomination committee" "strategy committee" "special committee" "shareholders' meeting"

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

Present what you found:

I found the following board or committee meetings on your calendar:

  1. [Meeting name] — [date], [time], [location/online]
  2. [Meeting name] — [date], [time], [location/online]

Which meeting are these minutes for? Or is it another meeting not listed above?

If the calendar connector is not authorized or there are no results: ask directly—what meeting, what date, what type (full board/which committee)?

Meeting Metadata to Confirm

After identifying the meeting, confirm or fill in:

  • Meeting type: Full board / [committee name]
  • Date and time
  • Location or platform(offline address / Tencent Meeting / Feishu / conference call)
  • Convocation/notice: Has proper notice been given? (Yes / Waived — waiver of notice is a common attachment)

Step 2: Attendance

Ask for the attendance list, or pull it from the calendar invitation if the connector is authorized.

Directors present:

  • Use the board composition in ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md as a starting point
  • Ask who actually attended, who was absent, and whether absent directors received notice in advance

Management present:

  • Which members of management attended? (CFO, head of finance, CTO, etc.)
  • Note: management attendees are usually listed separately from directors

Others in attendance:

  • Did outside counsel attend? (Name and firm)
  • Investment bankers, auditors, or other advisors?
  • Did anyone attend only for a specific agenda item (note that their attendance was limited to that item)

Chair:

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

Quorum:

  • Check the quorum requirements in the articles of incorporation and bylaws. If the bylaws do not specify, look up the default rules for that company type under the applicable company law. Record what you confirmed (source and exact location) in the drafting notes.
  • Confirm that quorum was met. If not: stop and flag before drafting. Do not produce minutes implying that a valid meeting was held. Raise the question with outside counsel — the remediation path (ratification, reconvening the meeting, written resolution, or otherwise) depends on the jurisdiction of incorporation and the nature of the act.

Step 3: Materials

Request the meeting materials. These are the source of agenda items and any resolutions.

Can you share the agenda and pre-read materials for this meeting? Even a rough agenda is enough to build the minutes structure. If there is a board presentation or management report, upload those too — I will use them to populate the agenda item summaries.

If the materials were not distributed in advance, tell me the agenda items and I will draft placeholders for each.

Extract from the agenda and presentation:

  • Agenda items in order
  • Any proposed resolutions (look for board approval language: "approve" "authorize" "ratify" "adopt" "elect")
  • Any referenced attachments (management presentation, financial report, legal memorandum, valuation)
  • Any expected votes

If there are no materials: Ask about the agenda items verbally and proceed using placeholders for the discussion content.

Step 4: Draft the minutes

Use the internal format in ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md . Do not default to a generic format. The seed minutes are the template — copy their structure, header, resolution wording, and level of discussion detail.

Standard structure (adjust to the internal format)

Header block:

[公司名称] 董事会
[会议类型] 会议纪要
[或：[公司名称] 董事会 [委员会名称] 会议纪要]

[日期]
[地点 / 电话会议 / 视频会议]

Opening:

  • The meeting was called to order by [chair name] at [time]
  • Notice: [proper notice given / notice waived — if applicable, attach the waiver as an exhibit]
  • Quorum confirmed: [N] of [N] directors present
  • Secretary: [name]

Attendance:

  • Directors present: [list]
  • Directors absent: [list, if any]
  • Others in attendance: [management, outside counsel, attendees — with roles]

Minutes of the previous meeting: Standard wording: approve the minutes of the previous meeting. If ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md board calendar is available, extract the previous meeting date; otherwise keep it as [previous meeting date].

Agenda items — one section per item:

[议程项目标题]

[主持人/汇报人姓名] 就 [议题] [作了汇报 / 报告了 / 主持了讨论]。

[讨论摘要——见起草说明]

[如随后有决议：]
经正式动议并附议，下列决议 [获一致通过 / 经 [N] 票赞成、[N] 票反对、[N] 票弃权表决通过]：

决议如下：[使用 `~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md` 中内部措辞的决议文本]。

Adjournment: Standard wording: There being no further business, the meeting was adjourned at [time].

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

Drafting notes

Discussion summary: The most difficult part of the minutes is deciding how much discussion to capture. Strictly follow the internal format in the seed file:

  • Detailed-record style: Summarize the substance of the discussion — what issues were raised, what information was presented, what factors the board considered. Do not quote individuals unless specific attribution is legally important.
  • Resolution style: Record only what was reported and what action was taken. No discussion content other than "the board discussed the matter."
  • Hybrid style: Use full narrative for significant matters (acquisitions, finance, major approvals), and record only the action for routine matters.

When materials are provided: extract summary content from presentations and management reports. The board "received and reviewed" a report — summarize what that report covered.

When there are no materials: insert [占位符——在此摘要讨论内容] and mark it clearly. Do not fabricate discussion content.

Resolutions: Use the exact resolution wording from the seed minutes — "resolved as follows" versus "resolved" versus "now, therefore, be it resolved." The wording is internal style and is not interchangeable.

Exhibit references: Number exhibits in order of appearance (Exhibit I, II, III). Common exhibits: management presentation, financial statements, valuation report, legal opinion, notice waiver, consent.

Step 4.5: Consequential Action Gate (approving the minutes)

Before finalizing the minutes for approval: Read ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md in ## 使用者. If the role isnon-legal personnel：

Approving the minutes makes the meeting minutes the official record of board decisions — they are the primary evidence of authority for the actions taken at the meeting. Have you reviewed this with a lawyer? If so, proceed. If not, here is a brief to bring to a lawyer:

  • What was decided (resolutions, votes, who was present)
  • What the draft captures and what remains a placeholder
  • Open issues (any flagged attendance, quorum, or conflict notes)
  • Issues that could go wrong (misstated resolutions, missing disclosures, quorum defects, privilege leaks in the discussion summary)
  • Questions to ask the lawyer (whether the depth of discussion suits that board's practice; whether closed-session records are properly segregated; whether any matter needs more documentation)

To find a lawyer: contact the All China Lawyers Association or your local bar association for a referral service.

Do not pass this gate to produce the final version for approval without explicit consent. Labeling it as a draft for lawyer review is acceptable.

Step 5: Output and review prompts

Produce the complete draft. The minutes themselves are a corporate record and are not protected by privilege; do not apply a work product header to the minutes that are distributed. The drafting notes, placeholder markers, and the review checklist below are work product — apply the work product header in ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md ## 输出规范 (varies by user role — see ## 使用者）：

[工作成果页眉 — 按插件配置 ## 输出规范 — 因角色而异；参见 `## 使用者`]

Checklist to append after the draft:

[工作成果页眉 — 按插件配置 ## 输出规范 — 因角色而异；参见 `## 使用者`]

审查检查表 — 请在分发前核实：

□ 全部董事出/缺席已确认（对照实际出席核对）
□ 法定人数已确认无误
□ 决议措辞与实际批准的一致（仔细检查用语）
□ 表决记录正确——是否有弃权或反对票需记录？
□ 附件编号和引用正确
□ 是否召开了闭门会议？（如有，添加单独的闭门会议记录）
□ 是否有利益冲突需披露？（如适用，记录董事回避）
□ 闭会时间需填写
□ 外部律师是否审查？（如流程要求）

Flag any section that contains a placeholder and requires attorney input to be accurate.

Append the following pre-approval note to the draft, to be removed upon finalization:

This document is a draft for attorney review, not approved minutes. Approved minutes are the official record of board action and have legal consequences—a licensed attorney reviews, edits, and assumes professional responsibility before approval. This draft must not be approved without review.

Written Resolutions

For drafting written resolutions in lieu of a meeting, use /corporate-legal:written-consent. This skill handles precedent retrieval, confirmation of applicable law, and warning scope for significant individual actions.

What this skill does not do

  • Does not attend actual meetings or capture real-time discussion—it drafts based on materials and attorney input.
  • Does not determine whether resolutions are legally valid or sufficient—it drafts in an internal format; the legal judgment of sufficiency is the attorney's responsibility.
  • Does not finalize minutes—the draft requires attorney review before distribution.
  • Does not distribute minutes—the output is for the attorney to review, edit, and distribute through their own process.