CaseMark 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
- Governing document amendments — full amendment text or exhibit with incorporation by reference; identify exact section amended; confirm supermajority/procedural compliance
- Financial transactions — maximum principal, material terms (rate, maturity), collateral/security interests, lender identity, delegation parameters
Consent Threshold Reference
| Jurisdiction | Board | Shareholder |
|---|---|---|
| Delaware (DGCL) | Unanimous — §141(f) | Majority of voting power — §228 (unless charter requires more) |
| MBCA states | Unanimous — §8.21 | Unanimous — §7.04 (unless articles authorize less) |
| Delaware LLC Act | Per operating agreement — §18-404 | Per operating agreement — §18-302 |
Always verify the entity's charter/bylaws for stricter-than-statutory requirements.
Pitfalls and Checks
- Effective date — some jurisdictions tie effectiveness to the last required signature; others to filing. State explicitly in the preamble
- Fundamental actions (mergers, dissolution, charter amendments) may require unanimous consent even where majority is otherwise permitted — verify per jurisdiction
- Related-party transactions — include recitals confirming disinterested-director approval, independent valuation, or other conflict-clearance procedures
- Downstream obligations — flag disclosure obligations (securities laws, exchange rules), regulatory filings, or third-party consents triggered by the approved actions
- Defined terms — capitalize consistently; define at first use or in a definitions section for complex consents
- Cross-references — verify all internal cross-references and exhibit numbering before finalizing
- Missing information — surface gaps to the user rather than guessing; the consent must be legally sufficient, not merely formally complete