• ~/.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.

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?

• 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)

• 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

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

• 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)

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

• 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.

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.

• 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

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]

• 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]

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

~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

[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`].

• 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.

[PLACEHOLDER — summarize discussion here]

## Who's using this

~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

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.

~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md

## Outputs

## Who's using this

[WORK-PRODUCT HEADER — per plugin config ## Outputs — differs by role; see `## Who's using this`]

[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)

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.

• 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.