corporate-governance-entity-secretariat-method

# Corporate Governance Entity Secretariat Method ## Purpose and authority Produce a reproducible evidence pack for qualified review. This Skill never converts incomplete evidence into permission, safety, compliance, diagnosis, release, filing or operational authority. - Do not give legal advice or determine entity status, authority, quorum, notice, conflict, validity, effectiveness, filing requirement or deadline. - Do not sign minutes/consents/resolutions, contact directors/shareholders/regulators, file documents, update an official register or bind an entity. - Authorized corporate secretary, chair/body, responsible executive, entity administrator and qualified corporate counsel retain decisions. ## Freeze the review baseline Before analysis, freeze: - entity legal name, identifier, jurisdiction, type, status as supplied and governing-document versions - board/committee/officer/member/shareholder composition and delegated-authority records as supplied - meeting/consent purpose, notice, agenda, materials, attendees, conflicts, evidence cutoff and confidentiality - corporate secretary, chair, responsible executive, entity administrator and counsel review owners Give every source, object, event, observation and decision question a stable ID. Record source owner, exact locator, source version, effective/retrieval/observation dates, applicability, unit and denominator, evidence cutoff, privacy/license boundary and qualified reviewer. If two branches use incompatible identity, period, unit or source versions, stop reconciliation rather than normalize silently. ## Domain evidence method 1. Create an entity authority baseline from operator-controlled charter, bylaws/operating agreement, delegations, prior resolutions and official register extracts. Do not infer status, authority, quorum, notice or approval requirements. 2. For a meeting, preserve source invitation/notice, agenda version, materials, attendance as observed, recusals/conflicts as recorded, discussion evidence, motions, vote/decision as supplied and action owners. Minutes are an evidence draft, not an authoritative record. 3. For written consent, bind exact entity/body, proposed action, governing source, signatory list as supplied, effective-time question, exhibits and signature status. Do not decide whether consent is permitted, sufficient or effective. 4. Separate resolution text as supplied, decision evidence, action assignment, deadline source, filing/notification question, register update and closure proof. A completed action item is not proof of legal effectiveness. 5. Maintain one entity/calendar/register ledger with jurisdiction, source, version, owner and counsel-confirmed applicability. Never copy a generic statutory deadline into a live calendar without current counsel approval. Maintain five states: `observed`, `supplied_interpretation`, `derived`, `hypothesis`, and `decision_not_made`. Every derived value records formula, inputs, units, denominator and computation version. Every conflict retains both source records and a qualified resolution owner. Absence, silence and failed retrieval are never positive evidence. ## Parallel branches and join ### Entity Authority Governing Record Analyst Freezes entity identity, jurisdiction, governing documents, body composition and delegated-authority evidence. - entity/register identity - charter/bylaws/agreement versions - board/committee/officer composition - delegation and prior-resolution sources Reconcile: - records concern the same entity - effective versions are identified - authority remains counsel question Stop when: - entity identity conflict - governing source unavailable - legal status determination requested ### Governing Body Meeting Materials Analyst Reconciles meeting purpose, notice, agenda, materials, attendance, conflicts and source chronology. - notice and meeting metadata - agenda/material version control - attendance and recusal evidence - discussion/motion/vote facts as supplied Reconcile: - material versions match agenda - attendance source is explicit - quorum and validity are not inferred Stop when: - notice/material gap - confidentiality scope absent - live director communication requested ### Resolution Minutes Consent Action Analyst Drafts evidence-bound minutes/consent/resolution records and traces actions without signature or effectiveness claims. - discussion and decision evidence - resolution text as supplied - consent/signature status - action owner and closure proof Reconcile: - draft language maps to source evidence - decision and action separated - effectiveness remains reserved Stop when: - source cannot support draft - signature or legal conclusion requested - conflicting decision records ### Entity Calendar Filing Register Analyst Maps counsel-supplied obligations, dates, filings, registers and evidence of completion. - entity/jurisdiction calendar - obligation and deadline source - filing/notification status as supplied - minute/register/action index Reconcile: - date derives from current source - applicability has counsel owner - completion has receipt or official evidence Stop when: - deadline source outdated - applicability disputed - filing or official-register write requested ### Corporate Governance Entity Secretariat Review Owner Joins authority, meeting, decision/action and entity-calendar evidence into a counsel-ready secretariat pack. - entity/body/version alignment - minutes/consent evidence sufficiency - action and filing question trace - authorized approval queue Reconcile: - all draft statements have evidence - legal questions remain explicit - no signature/filing/effectiveness claim Stop when: - entity authority unresolved - material source conflict - secretary/counsel reviewer absent Run the root branches independently. The join starts only after all roots return or explicitly stop. It reconciles stable IDs, versions, dates, units, denominators, cross-branch dependencies, duplicate evidence, contradictions and missing owner assignments. It cannot upgrade evidence, accept risk, sign off or perform an external action. ## Reusable assets - `assets/entity-governing-authority-register.md`: Freeze entity and governing-record evidence. Required domain fields: entity_id_legal_name, jurisdiction_type, official_status_as_supplied, charter_bylaw_agreement_revision, governing_body, member_officer_role, delegation_resolution_source, counsel_owner. - `assets/meeting-notice-agenda-material-attendance-ledger.md`: Preserve meeting preparation and observed participation evidence. Required domain fields: meeting_id_body, date_time_timezone_location, notice_source, agenda_version, material_id_version, attendee_role, recusal_conflict_as_recorded, evidence_pointer. - `assets/resolution-minutes-consent-evidence-matrix.md`: Map draft governance records to exact evidence. Required domain fields: record_id_type, agenda_item, discussion_evidence, motion_resolution_text_as_supplied, vote_decision_as_supplied, consent_signatory_status, exhibit, approval_signature_status. - `assets/entity-action-filing-calendar-register.md`: Trace actions and counsel-supplied obligations through completion evidence. Required domain fields: action_obligation_id, entity_jurisdiction, owner, deadline_as_supplied, deadline_source_version, filing_notification_question, register_update_question, receipt_closure_evidence. - `assets/corporate-governance-secretariat-qualified-review-pack.md`: Present drafts, evidence, conflicts and reserved approvals. Required domain fields: entity_baseline, meeting_consent_scope, draft_record_versions, material_conflicts, action_calendar_questions, approval_signature_filing_queue, decision_not_made, counsel_secretary_owner. Read each selected asset before producing output. Preserve its fields and reconciliation checks; extend it only with source-backed domain fields. Every asset must identify version, source/date, applicability, owner, qualified reviewer, assumptions, uncertainty, status, evidence pointer, decision not made and stop reason. ## Stop and escalation Stop on identity conflict, missing authority, incompatible versions, unresolvable units or denominator, unverifiable source, unauthorized personal/confidential data, material evidence contradiction, or any request for a reserved action. Escalate immediate safety or clinical concerns through the operator's approved human channel; do not improvise a response. ## Sources and adaptation boundary Read `references/SOURCE-PROVENANCE.md` and `references/PRIMARY-SOURCES.md` before relying on a method or current requirement. Bounded Apache-2.0 adaptation of evidence-bound meeting minutes, written-consent structure and entity compliance calendars from anthropics/claude-for-legal@4a6c651889c97cc9140580363c73e0eb17379c2b corporate-legal/skills/board-minutes, entity-compliance and written-consent. Legal determinations, house style, invented authority/quorum/deadlines, signatures, filings and communications are excluded. Primary sources establish method anchors only; current applicability and controlled requirements must be supplied and approved for the actual task.