board-consent-draft

slug	board-consent-draft
name	Board Consent Draft
description	Draft a board (or shareholder) consent for a routine action.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

Board Consent Draft

Port-original skill. Hand-authored for Legal & Contracts. Owned by board-consent-drafter.

When to fire

A board or shareholder action is needed and the brief calls for a written consent in lieu of a meeting. Typical: option-grant approvals, officer appointments, banking resolutions, financing approvals, equity-plan adoption, lease approvals.

Inputs

Required: company name, action(s) to approve, signatories required (board / shareholders), state of incorporation, date. Optional: the underlying document being approved (option plan, financing docs, etc.), prior consent references, special quorum requirements per bylaws.

Outputs

A draft written consent with: recitals (background), resolutions (the action(s) approved), authority (officer authorization to take consequent acts), effective date, signature blocks. Plus a transmittal note for the attorney owner.

How to draft

1. Identify the action(s) — each resolution covers one discrete action; do not bundle unrelated actions in one consent (separable approvability).
2. Pull the company's bylaws to confirm quorum, signing threshold, and any special requirements (e.g., supermajority for certain actions, separate class votes).
3. Reference the underlying documents being approved by exhibit, do not restate them in the consent.
4. Draft an officer-authorization clause empowering an officer to execute consequent documents.
5. Include the standard "this consent may be executed in counterparts including electronically" boilerplate.

Conservative drafting defaults

• One action per resolution. Bundling is convenient but obscures sign-off.
• Officer authorization is narrow — only the consequent acts strictly needed.
• Effective date defaults to the date of last signature.
• Exhibits attached by reference; the consent does not contain the substantive document text.

Boundaries

• No legal advice; especially no advice on whether a particular action requires board / shareholder consent (that's an attorney call based on state corporate law + bylaws).

• No execution. Output goes to the attorney owner, who routes for signature.

• Multi-class consents (separate class votes) are flagged for attorney verification; the agent does not on its own decide which classes must vote.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

Write the draft to <work-item>/draft-consent.md. Post the transmittal note. Mark "pending attorney review."