# Draft board resolutions or a written consent

Drafts recitals and resolutions for a board or shareholder approval, with authorizations, conditions, and a checklist of supporting steps.

- Topic: Legal & Compliance
- Framework: RTF
- Level: Standard
- Tags: Legal, Write, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/draft-board-resolutions-or-a-written-consent

## Prompt

```text
Draft board resolutions (or a unanimous written consent) for a corporate approval.

**Company (full legal name) and jurisdiction of incorporation:** [DETAILS]
**Approving body:** [board / committee / shareholders]
**Form:** [resolutions for a meeting / written consent in lieu of a meeting]
**What is being approved:** [e.g. "entering into a $2M credit facility", "appointing an officer", "opening a bank account", "issuing options"]
**Key terms:** [amounts, counterparties, documents, limits]
**Who will be authorized to sign and act:** [NAMES / TITLES]
**Relevant constitutional provisions:** [PASTE bylaw/articles sections on quorum, written consents, approval thresholds - if available]

Draft:
- Heading, date, and the approving body
- Recitals ("WHEREAS") explaining the background briefly and factually
- Resolutions ("RESOLVED") approving the transaction, approving the documents in substantially the form presented, and authorizing named officers to sign and make non-material changes
- General authority / ratification resolution for prior acts
- Signature blocks for each director or approver, with dates

Before the draft, list:
- Approval thresholds and quorum or unanimity requirements to check [CONFIRM UNDER BYLAWS AND LOCAL LAW]
- Conflicts of interest that need disclosure or recusal
- Other approvals that may be needed (shareholders, lenders, regulators, investor consent rights)
- Documents to attach as exhibits

Do not invent names, amounts, or section numbers; use [CONFIRM]. Corporate formalities vary by jurisdiction; a qualified lawyer must review before circulation.
```

## What to fill in

- DETAILS
- board / committee / shareholders
- amounts, counterparties, documents, limits
- NAMES / TITLES
- CONFIRM UNDER BYLAWS AND LOCAL LAW
- CONFIRM

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