| name | board-minutes |
| description | Drafts board or committee meeting minutes in your house format under the Companies Act 2006. 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. Handles quorum confirmation, conflict of interest disclosures (CA2006 s.177), and the distinction between decisions that can be made at a meeting versus by written resolution. Trigger: "board minutes", "draft minutes", "upcoming board meeting", "committee minutes", or calendar detection of an upcoming board or committee event.
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Board Minutes (UK)
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-uk: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/uk-legal-plugins/corporate-legal-uk/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, an FCA investigation, an M&A data room, or a shareholder dispute. 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/uk-legal-plugins/corporate-legal-uk/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 resolutions — what they're used for and any articles limits
- If
~/.claude/plugins/config/uk-legal-plugins/corporate-legal-uk/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 authorised, search for upcoming events matching board and committee keywords:
Search terms: "Board of Directors", "Board Meeting", "Audit Committee", "Remuneration Committee", "Rem Committee", "Nomination Committee", "Nom Committee", "Strategy 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:
- [Meeting name] — [Date], [Time], [Location/Virtual]
- [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 authorised 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 / telephone)
- Notice: Was proper notice given per the articles? (Standard model articles for private companies reg. 9: reasonable notice. Notice waivers can be signed by all directors who are not otherwise in breach of their duties.) Note: if notice was inadequate, resolutions passed at the meeting may be challenged.
Step 2: Attendance
Ask for the attendee list, or offer to pull from the calendar invite if the connector is authorised.
Directors present:
- Pull from board composition in
~/.claude/plugins/config/uk-legal-plugins/corporate-legal-uk/CLAUDE.md as the starting point
- Ask who was actually present, who was absent, and whether any absent directors had advance notice
- Note: a director participating by telephone or video conference is generally treated as present if the articles permit it (standard model articles reg. 10 permits this)
Management present:
- Who from management attended? (CFO, Company Secretary, Head of Finance, etc.)
- Note: management attendees are typically listed separately from directors
Guests:
- Outside solicitors present? (Name and firm)
- Auditors, investment bankers, or other advisers?
- 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 for the meeting?
Quorum:
- Check the articles for the quorum requirement. Standard model articles for private companies (CA2006 Sch. 1, reg. 11): quorum is two directors unless the company has only one director. Check if any director has a conflicting interest (CA2006 s.175) that causes them to be excluded from quorum for a particular item.
- 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 solicitors — the remediation path depends on the articles and the nature of the action.
- Scottish companies: same CA2006 rules but confirm with Scottish counsel if any doubt about articles interpretation.
Step 3: Materials
Ask for the meeting materials.
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," "authorise," "ratify," "adopt," "declare")
- Any exhibits referenced (management presentations, financial reports, legal memos, valuations)
- Any votes expected
Step 4: Draft the minutes
Use the house format from ~/.claude/plugins/config/uk-legal-plugins/corporate-legal-uk/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 A MEETING OF THE BOARD OF DIRECTORS
[OR: MINUTES OF THE [COMMITTEE NAME] OF THE BOARD OF DIRECTORS]
OF [COMPANY NAME] (registered number [XXXXXXXX])
Held on [Date] at [Location / by video conference / by telephone]
at [Time]
Opening:
- Meeting called to order by [Chair name] at [time]
- Notice: [proper notice given per articles / notice waived by all directors]
- Quorum confirmed: [N of M directors present]
- Secretary for the meeting: [name]
Attendees:
- Directors present: [list — note participation by telephone/video if relevant]
- Directors absent: [list, if any]
- Also present: [management, outside solicitors, guests — with roles]
Declaration of interests (CA2006 s.177):
Standard entry when conflicts arise:
[Director Name] declared an interest in [item/agenda point] pursuant to section 177 of the Companies Act 2006. [Director Name] [withdrew from the meeting during discussion of this item / remained but did not participate in the vote] in accordance with the Company's Articles of Association.
If no conflicts: brief note — "No director declared an interest in any of the matters to be discussed."
Previous minutes:
Standard language: approval of minutes from prior meeting. Pull date of prior meeting from ~/.claude/plugins/config/uk-legal-plugins/corporate-legal-uk/CLAUDE.md board calendar if available.
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:]
After discussion, the following resolution was passed [unanimously / by [N] votes to [N]]:
IT IS RESOLVED THAT [resolution text in house language from config].
Adjournment:
Standard language: meeting adjourned at [time], there being no further business.
Signature block:
Chairman/chair signature line. Some formats include a company secretary countersignature.
Drafting notes
Discussion summaries: 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 considered" a presentation — summarise what the presentation covered.
When no materials: insert [PLACEHOLDER — summarise discussion here] and flag it clearly. Do not fabricate discussion content.
Resolutions: Use the exact resolution language from the seed minutes — "IT IS RESOLVED THAT" vs. "RESOLVED THAT" vs. "IT IS HEREBY RESOLVED" vs. "BE IT RESOLVED THAT". The language is house style, not interchangeable.
CA2006 s.177 declarations: If a director has a material interest in a proposed transaction, the declaration must be made at the meeting (or as soon as practicable after the director becomes aware) and recorded in the minutes. This is a statutory obligation — do not omit conflict disclosures.
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.
Step 4.5: Consequential-action gate (adopt minutes)
Before adopting minutes as final: Read ## Who's using this in ~/.claude/plugins/config/uk-legal-plugins/corporate-legal-uk/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 authorisation for the actions taken at the meeting. Have you reviewed this with a solicitor? 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 conflict declarations under CA2006 s.177, quorum defects, privilege leakage in discussion summaries)
- What to ask the solicitor (is the discussion depth right for this board's practice; are conflict declarations correctly recorded; do any items need more documentation)
If you need to find a solicitor: contact the SRA at sra.org.uk, the Law Society of Scotland at lawscot.org.uk, or the Law Society of Northern Ireland at lawsoc-ni.org for a referral service.
Do not produce the final adoption-ready version past this gate without an explicit yes. A marked-DRAFT for solicitor 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/uk-legal-plugins/corporate-legal-uk/CLAUDE.md ## Outputs.
After the draft, add a review checklist:
[WORK-PRODUCT HEADER — per plugin config ## Outputs]
REVIEW CHECKLIST — please verify before circulating:
□ All directors confirmed present/absent (check against actual attendance)
□ Quorum confirmed correct (check articles)
□ Any director joining by telephone/video conference — confirm articles permit this
□ CA2006 s.177 conflict declarations recorded where required
□ 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)
□ Notice of meeting confirmed (or waiver signed)
□ Company registration number included in header
□ Outside solicitors reviewed? (If required by your process)
□ Time of adjournment to fill in
Flag any sections where content is a placeholder and needs the solicitor'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 solicitor review, not adopted minutes. Adopted minutes are the official record of board action and carry legal consequences — a qualified solicitor reviews, edits, and takes professional responsibility before adoption. Do not adopt this draft unreviewed.
Written resolutions
For drafting written resolutions in lieu of a meeting, use /corporate-legal-uk:written-consent. That skill handles precedent search, CA2006 rules 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 solicitor input.
- It does not determine whether a resolution is legally valid or sufficient — it drafts in house format; legal judgment on adequacy is the solicitor's call.
- It does not finalise minutes — the draft requires solicitor review before circulation.
- It does not distribute minutes — output is for the solicitor to review, edit, and circulate via their own process.
- It does not advise on whether a meeting quorum was valid — it flags the question, the solicitor decides.
