CaseMark Written Consent in Lieu of Meeting
Drafts a written-consent instrument authorizing entity action without a meeting, preserving corporate-record integrity and enforceability.
Quick Start
- Collect entity type, legal name, and jurisdiction of formation.
- Obtain governing documents (charter, bylaws, operating agreement) — especially consent-specific provisions.
- Identify the action, approval class (board vs. shareholder/member), and required threshold.
- Draft consent with proper recitals, resolutions, and signature blocks.
- Validate threshold math and statutory alignment before output.
Hard stop: If jurisdiction or entity type is missing, request before drafting.
Intake Checklist
| Field | Source |
|---|---|
| Entity legal name | Charter / certificate of formation |
| Jurisdiction | Formation docs |
| Governing authority | Bylaws / operating agreement |
| Action type | User request + transaction docs |
| Required threshold | Governing docs + statute |
| Signatory list + interests | Board list, cap table, membership ledger |
| Effective date rule | Governing docs + statute [VERIFY] |
| Filing destination | Secretary / record-retention policy |
Workflow
1. Legal Framework Check
- Classify as board or shareholder/member consent.
- Confirm written-consent authorization statute:
- DE corp board: DGCL §141(f)
[VERIFY] - DE stockholder: DGCL §228
[VERIFY] - LLC: state LLC statute equivalent
[VERIFY]
- DE corp board: DGCL §141(f)
- Check governing-doc overrides: notice windows, class protections, unanimity, special-purpose approvals.
- Confirm the action is not statutorily excluded from written consent in the jurisdiction.
2. Draft Structure
WRITTEN CONSENT OF THE [BOARD OF DIRECTORS / SHAREHOLDERS]
OF [ENTITY NAME] IN LIEU OF [SPECIAL/ANNUAL] MEETING
[Effective Date]
The undersigned [directors/shareholders/members] of [ENTITY], pursuant to
[GOVERNING STATUTE] and [GOVERNING DOCUMENT], hereby consent to the
following resolutions:
WHEREAS [fact and authority recitals];
WHEREAS [threshold and compliance recitals];
RESOLVED, THAT [resolution with complete action language].
3. Resolution Content by Action Type
| Action | Required elements |
|---|---|
| Contract authorization | Agreement title/date, key terms, parties, permitted modifications, authority granted |
| Financing | Max principal, rate/maturity/conditions, collateral, lender, covenant linkage |
| Equity issuance | Security type/class/number, recipient, price/valuation, restrictions, ROFR/preemptive compliance |
| Asset disposition | Target asset, consideration, authority conditions, delegated approval, filing steps |
| Officer delegation | Officer identity, authority scope, caps, signature limits, duration |
| Governing-doc amendment | Exact section text or exhibit, vote threshold, procedural prerequisites, filing |
4. Signature and Recordkeeping
- Signature block per required signatory: signature, printed name, title, date.
- Shareholder/member lines must state class, shares/membership %, and percentage of outstanding.
- Include consent execution statement confirming threshold met.
- Optional secretary certificate: filed date, record location, effectiveness status.
5. Quality Gate
- Authority — statute + governing docs align with consent mechanism used.
- Threshold math — interest percentages exactly satisfy required vote.
- Consistency — recitals match resolutions on facts, parties, and scope.
- Completeness — output missing-items list if any material fact is unknown; never finalize silently.
Pitfalls
- Never assume e-signature validity — confirm governing docs and jurisdiction permit it.
- Do not over-broaden delegation authority; no open-ended grants.
- Preserve minority-rights protections and class-vote mechanics from governing documents.
- Keep recital and resolution scope tightly limited to the approved action.
- Include conditions precedent and third-party approvals in resolutions, not commentary.
- Mark any unconfirmed statutory citation with
[VERIFY].