| name | written-consent |
| title | Written Consent in Lieu of Meeting |
| description | Drafts Written Consents in Lieu of Meeting for corporate boards or shareholders. Ensures compliance with state corporate law (e.g., DGCL §§141(f), 228), bylaws, and governing documents. Use when drafting board consent, shareholder consent, unanimous written consent, action by written consent, or consent in lieu of meeting. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/written-consent |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
Written Consent in Lieu of Meeting
Drafts a legally sufficient written consent enabling directors or shareholders to take formal corporate action without a meeting.
Prerequisites
Gather before drafting:
- Entity — full legal name, jurisdiction, entity type (corporation, LLC)
- Governing documents — bylaws or operating agreement (consent-procedure provisions, thresholds, notice/waiting periods)
- Consent type — board vs. shareholder
- Signatories — directors (board) or shareholders with share counts, classes, and ownership percentages
- Proposed actions — specific resolutions; attach supporting transaction documents
- Authorizing statute — e.g., DGCL §141(f) (board), §228 (shareholders)
Extract information from uploaded organizational documents, prior minutes, bylaws, cap tables, and stock ledgers before asking the user.
Document Structure
- Title —
WRITTEN CONSENT OF THE [BOARD OF DIRECTORS/SHAREHOLDERS] OF [ENTITY NAME] IN LIEU OF [ANNUAL/SPECIAL] MEETING
- Preamble — cite statutory authority (code, section, subsection); reference bylaws/OA; state unanimous vs. majority; specify effective date
- Recitals — WHEREAS clauses: identify signatories by name/title/shares; state factual background, business rationale, conditions precedent, conflicts of interest
- Resolutions — numbered, each beginning
RESOLVED, (see resolution rules below)
- Execution clause — counterparts permitted; electronic signature authorization (cite E-SIGN Act if applicable); filing directive to secretary
- Signature blocks — Board: name + "Director" + date. Shareholders: name + shares (number, class, % outstanding) + date
- Secretary's certificate — attestation of due execution, filing with corporate records, continued effect
Resolution Rules by Type
- Contracts/transactions — identify counterparty by full legal name; all material terms and amounts; attach agreement as numbered exhibit (not "substantially the form presented"); specify officer authority scope for changes
- Officer authorizations — name officers; document categories; monetary limits; individual vs. joint authority; time/transaction limitations
- Equity issuances — exact number, class/series, price/valuation method, recipient, vesting/transfer restrictions, consideration form, securities law compliance, preemptive rights clearance
