Board Minutes

---
name: board-minutes
description: Drafts corporate board of directors meeting minutes. Triggers on "board minutes", "minutes of board meeting", "board of directors meeting minutes", "corporate minutes", "board resolutions", or "bylaws compliance".
tags:
  - corporate
  - drafting
  - memo
---

# Board of Directors Meeting Minutes

Draft a complete, defensible record of board actions, votes, and governance compliance.

## Gather Before Drafting

1. Corporation legal name and jurisdiction of incorporation.
2. Meeting date, time, location/virtual platform, and type (regular/special/emergency).
3. Attendance: directors, officers, guests; arrivals/departures with times.
4. Bylaws or board resolutions with notice and quorum rules.
5. Agenda, reports, resolutions, and materials provided to the board.
6. Prior meeting minutes and any corrections.

## Document Header

```
[Corporation Legal Name]
Minutes of the Board of Directors Meeting
Date: [Month DD, YYYY]
Time: [Start Time] to [Adjournment Time]
Location: [Full Address] / Virtual: [Platform + access method]
Meeting Type: [Regular / Special / Emergency]
Authority: [Bylaw section or board resolution]
```

## Required Sections

| # | Section | Key Fields |
|---|---------|------------|
| 1 | Call to Order | Presiding officer; time called; notice confirmation or waiver; meeting type |
| 2 | Attendance | Directors present (name, title, method); absent; officers; guests (role, agenda item); arrival/departure times |
| 3 | Quorum | Bylaw quorum rule; number present; confirmation quorum maintained |
| 4 | Prior Minutes Approval | Date of prior meeting; approved as presented or amended; motion/second; vote count |
| 5 | Officer Reports | Name/title; key metrics or material updates; written reports referenced |
| 6 | Committee Reports | Committee; chair; findings/recommendations; actions requested |
| 7 | Business Items | Per item: context, discussion summary, motion/second, vote, resolution text |
| 8 | Conflicts / Recusals | Director; nature of conflict; recusal and return times |
| 9 | Executive Session | Purpose; attendees; start/end times; any formal actions |
| 10 | Adjournment | Time; motion/consent; next meeting date if set |
| 11 | Authentication | Secretary signature block; approval line for next meeting |

## Business Item Format

```
Item: [Title]
Summary: [Material facts and considerations; no verbatim debate]
Motion: [Director] moved to [action]; seconded by [Director].
Vote: [Unanimous / X for, Y against, Z abstain].
Resolution: [Full text or concise, unambiguous summary].
```

## Resolution Checklist

- Authority cited (bylaws, prior resolution, or statute).
- Parties, instruments, and amounts identified where material.
- Delegation language clear (who executes, scope of discretion).
- Required voting threshold met (simple majority / supermajority / unanimous).
- Recusals tied to the resolution recorded.

## Verification

- Legal name matches formation documents.
- Notice and quorum statements match bylaws.
- Dates, times, and vote counts verified against source materials.
- Attachments/exhibits referenced and labeled.

## Pitfalls

- **Tone**: Objective and factual only — no subjective characterizations or verbatim debate.
- **Privilege**: Never include attorney-client communications or legal advice.
- **Attribution**: Attribute individual statements only when legally required or material to conflicts.
- **Conflicts**: Record every conflict and recusal explicitly with departure/return times.
- **Remote meetings**: Note compliance with bylaws and applicable state law.
- **Jurisdiction-specific rules** (interested-party transactions, fundamental changes): Confirm compliance; mark uncertain citations as [VERIFY].