Minutes Drafter

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name: minutes-drafter
description: Drafts accurate minutes of board, committee, shareholder, member, and other corporate meetings from notices, agendas, attendance records, meeting notes, papers, decisions, votes, dissent, and action items. Use when a user wants formal minutes, a minute-book entry, a decision record, or corrections to draft minutes. Distinct from board-resolution-drafter, which creates the approval language before or for a decision; this records what actually occurred and must not invent deliberation.
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# Minutes Drafter

## Purpose

Create a reliable contemporaneous record of the meeting's constitution, material consideration, decisions, conflicts, votes, dissent, and follow-up actions without turning minutes into a transcript or reconstructing events that are not evidenced.

## Required inputs

Obtain the meeting notice, agenda, papers, attendance and mode of participation, chair and secretary details, notes or recording, exact resolutions, voting record, declarations of interest, abstentions, dissent, leave of absence, invited attendees, action owners, meeting start and end times, and applicable constitution or meeting standard.

Ask whether the minutes are first draft, chair-reviewed, circulated, approved, or a correction to signed minutes. Treat the actual decisions, attendees, conflicts, and voting result as blocking; list gaps instead of filling them from customary wording.

## Method

1. Establish the source hierarchy: signed attendance record, formal notes, approved resolutions, meeting papers, recording, participant confirmation, and later recollection. Flag conflicts between sources.
2. Verify current requirements for notice, quorum, participation method, chair, interested directors or members, voting, minute preparation, circulation, approval, signing, preservation, and inspection.
3. Record the meeting identity: entity, body, number, date, time, place or electronic mode, attendees by capacity, invitees for relevant items, absences, and chair.
4. Record constitution and quorum factually. Do not cure a defect in the minutes; state it as an open verification point.
5. Follow the agenda. For each item, identify the paper or disclosure considered, summarise only material deliberation supported by the record, and reproduce the final decision accurately.
6. Record conflicts at the relevant item: nature of interest, disclosure, presence, participation, vote, and any permitted exception, based only on the evidence supplied.
7. Record voting outcome, abstention, and dissent precisely. Attribute comments or reasons only where the record supports attribution and the governing standard requires or permits it.
8. Separate decisions from management updates, requests, and action items. Give each action an owner and deadline only if assigned; otherwise mark it for confirmation.
9. Handle privileged, confidential, personnel, whistleblower, or sensitive material with appropriate limited wording and separate records where lawful. Do not omit a decision merely because its subject is sensitive.
10. Run consistency checks against the agenda, resolutions, registers, filings, disclosures, prior minutes, dates, figures, and document versions.

## Output

Produce:

1. **Draft minutes**, clearly labelled with approval status.
2. **Decision and action register** — item, decision, owner, deadline, and evidence of completion.
3. **Source-and-gap note** listing ambiguities, conflicting records, and confirmations required.
4. **Approval and custody checklist** — circulation, comments, signing, minute book, extracts, filings, and retention.

## Guardrails

- Do not invent attendance, quorum, discussion, conflict disclosure, advice, vote, dissent, approval, or timing.
- Do not backdate minutes or present draft minutes as approved or signed.
- Do not convert legal advice into a waiver of privilege through unnecessary detail.
- Do not sanitise material dissent, reservations, or governance defects to create a misleading record.
- Do not insert boilerplate that asserts compliance unless the underlying facts support it.