Draft Corporate Governance

---
name: special-board-meeting-minutes-digital-health
task_id: corporate-governance/draft-corporate-governance
description: Formal board meeting minutes for a special board meeting of a digital health company, with a cover memorandum flagging common board-governance issues that may require conditional resolutions, disclosure specificity, observer-seat authorization review, quorum confirmation, and remote-participation confirmation.
activates_for: [planner, solver, checker]
---

# Skill: Board Meeting Minutes for Special Meeting of Digital Health Company

## 1. Subject-matter triage

- Identify whether the source set contains a single meeting or multiple board actions across linked documents; draft the minutes only for the meeting actually documented.
- Separate action items that belong in formal minutes from follow-up guidance that belongs in the cover memo.
- Confirm the governing entity is a Delaware corporation and use Delaware board-minute conventions unless the source documents point to a different governing law.
- Treat the minutes as the primary deliverable and the cover memo as secondary; complete the minutes first, then prepare the memo from the finalized record.

## 2. Failure modes the skill is correcting

- Treating a board resolution to amend governing documents as a final authorization rather than a conditional resolution subject to any required stockholder approval or other prerequisite approvals
- Using vague conflict-of-interest language in the minutes without specifying the nature and extent of the director's financial interest, where the applicable cleansing or approval procedure requires material facts to be disclosed
- Missing that the draft resolutions may fail to include a resolution approving a board observer seat granted in financing materials, resulting in a gap in the board's formal authorization record
- Misstating quorum when a director is recused, abstains, arrives later, or is appointed during the meeting
- Omitting the Delaware-compliant remote-participation statement that all participants could hear and be heard simultaneously
- Blurring formal minutes and advisory commentary so the record reads like a memo instead of an action record
- Failing to surface implementation dependencies, follow-up approvals, or filing steps that should be held until prerequisite actions are satisfied

## 3. Legal frameworks / domain conventions that apply

- Delaware board action formalities: minutes should reflect the meeting type, notice, attendance, quorum, motions, resolutions, and adjournment in a clean corporate record style
- Governing-document amendments: when the board proposes amendments to the certificate of incorporation, bylaws, or related equity-authority provisions, determine whether the board must approve the proposal and then submit it for stockholder approval; draft the resolution as conditional where required
- Delaware quorum and participation norms: if a director is recused or not voting, assess whether quorum is still present based on the company’s governing documents and Delaware law; if a director is appointed mid-meeting, confirm quorum for later agenda items
- Remote participation: state the statutory or bylaw basis for attendance by remote communication and confirm that all participants could communicate contemporaneously
- Conflict-of-interest disclosure: if a director has a material financial interest, describe the nature of the interest with enough specificity for the applicable approval or cleansing process to work
- Recusal versus abstention: use the correct term based on whether the interested director left the room or remained present but did not vote
- Observer rights: if financing materials grant a board observer seat, check whether a formal board resolution is needed to implement it and whether an exclusion carve-out applies for conflicted topics
- Litigation or special-purpose authorization: if counsel or a special committee is authorized, state the scope of authority, any budget or spending limit if provided, and any escalation requirement before additional spend
- Delaware authority should be named where relevant, including the Delaware General Corporation Law and any bylaw or charter provision the minutes rely on; do not state a governance conclusion without the supporting authority

## 4. Analytical scaffolds

- Governing-document conditioning: review each draft resolution that addresses amendments to governing documents or related equity-authority changes; redraft any such resolution to be expressly conditioned on receipt of any prerequisite approvals, and flag any resolution that treats the authorization as unconditional
- Approval sequencing: if a matter requires board approval followed by stockholder approval, describe the sequence in the minutes and note the later step in the cover memo with the appropriate implementation timing
- Conflict disclosure: review the director questionnaire or other disclosure documents for the interested director; identify the specific nature and extent of the interest; incorporate that information into the minutes' description of the conflict disclosure and any recusal or abstention
- Recusal versus abstention: determine from the meeting notes whether the interested director left the meeting room or remained but did not vote; use the correct term in the minutes and reflect the appropriate quorum implications
- New director appointment timing: identify the point in the meeting at which the new director was formally appointed; confirm quorum for all agenda items following that point includes the new director where appropriate
- Observer seat: review the financing documents for observer seat provisions; confirm whether a formal board resolution is required to implement the observer right; if the draft resolutions do not include this resolution, add it and note the addition in the cover memorandum
- Share count verification: compare the number of shares to be issued or authorized against the governing documents and any plan limits; flag any discrepancy in the cover memorandum and identify whether the fix is a charter amendment, plan amendment, or board approval step
- Issue-to-record separation: state the operative corporate action in the minutes and move diagnosis, drafting concerns, and recommended follow-ups to the cover memo
- Cover memorandum: organize findings by issue, with each issue stating the concern, the applicable legal provision or governing principle, the recommended action, and the recommended timing for follow-up

## 5. Vertical / structural / temporal relationships

- The governing-document amendment issue may be the most significant structural concern: if a resolution is adopted without conditioning language where a prerequisite approval is required, the company may attempt to implement the amendment prematurely; the cover memo should recommend holding any filing or implementation step until the prerequisite approval has been obtained
- The observer exclusion carve-out interacts with the conflict-of-interest issue: if the same investor whose representative observed the meeting holds the interest that creates the director's conflict, the exclusion carve-out may need to apply to discussions of that conflict
- If the meeting record shows multiple agenda items with different quorum or participation states, preserve the sequence in time order so the minutes reflect the correct governance status at each point
- If a director joins, leaves, recuses, or is appointed during the meeting, update the attendance and quorum statement at the point of change rather than using one static statement for the entire meeting

## 6. Output structure conventions

- Draft formal board minutes in standard Delaware style: title, date/time/place or remote format, attendance, quorum, opening of meeting, agenda-by-agenda resolutions, officer reports if any, approvals, adjournment, and signature block if customary
- Use RESOLVED language for each operative board action; make conditional approvals expressly conditional and avoid implying finality where prerequisites remain
- State attendance and quorum with precision, including any director recusal, abstention, departure, arrival, or mid-meeting appointment
- Include a remote-participation statement only if the source documents support it, and phrase it so contemporaneous communication is clear
- If a conflict is disclosed, identify the director, the nature and extent of the interest, and the resulting recusal or abstention with enough specificity for the record
- If an observer seat is approved, include the scope of access and any exclusion carve-out for conflicted discussions
- Keep the minutes objective and institutional; do not add advocacy or analysis beyond the corporate record
- Prepare a separate cover memorandum to the General Counsel organized by issue, each issue giving: the concern, the governing authority or board principle, the practical risk, and the recommended follow-up owner and timing
- In the cover memo, highlight any missing prerequisite approvals, any ambiguity in conflict disclosure, any quorum or participation uncertainty, any observer-seat authorization gap, and any share-authority mismatch
- Use concise, operative prose; every sentence should advance either the formal record or a specific drafting concern