# Ecvc Draft Board Consent Resolutions > A board written consent for a preferred stock financing should resolve the financing authorization, address any option plan adjustments and grant approvals, handle convertible instrument conversion mechanics, disclose and manage any interested-director issues, and authorize closing actions and document execution. - Skill: `finchipaiorg/ecvc-draft-board-consent-resolutions` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-board-consent-resolutions` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-board-consent-resolutions/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/ecvc-draft-board-consent-resolutions --- # Skill: Draft Board Consent Resolutions ## 1. Subject-matter triage - This is a drafting task: produce the operative board consent first, then a short cover memo only after the consent is complete. - Use the prior consent’s style as the baseline, but update the substance for the Series B financing and any related corporate actions reflected in the source set. - If the source materials present more than one investor, security holder, option recipient, conversion instrument, or conflicted director, handle each specifically rather than collapsing them into a generic authorization. - If the record is internally inconsistent, preserve the operative action in the consent and flag the discrepancy in the memo for human resolution. ## 2. Failure modes the skill is correcting - Treating the consent as boilerplate instead of a document that must actually authorize the financing and its dependent corporate actions. - Omitting investor-specific approvals, share counts, purchase terms, or other operative economics when the source materials supply them. - Failing to address option plan capacity, new grants, or related equity administration before authorizing them. - Hand-waving convertible instrument conversion mechanics instead of documenting the triggering mechanics and resulting issuance. - Ignoring interested-director participation and the approval mechanics required for conflicted approvals. - Failing to align the consent with the prior consent’s style, defined terms, and sequencing where the source set indicates continuity. - Missing cross-document discrepancies between the cap table, term sheet, draft resolutions, and related transaction documents. - Issuing the memo as a substitute for the consent rather than as a secondary issue-spotting companion. ## 3. Legal frameworks / domain conventions that apply - Board written consent authority should track the applicable corporate statute governing action by written consent and board approval of stock issuances. - Preferred stock financing resolutions should authorize the issuance of the relevant series, the purchase price, and the closing mechanics tied to the transaction record. - Investor allocation should be stated by investor and allocation amount where the source materials provide that level of specificity. - Option plan actions should respect the plan’s available reserve, any amendment mechanics, and the basis for pricing or grant approval under the applicable equity plan and valuation support. - Convertible instrument conversion should be authorized only with the operative conversion mechanics stated consistently with the governing instrument and financing trigger. - Interested-director matters should be handled under the applicable conflict-of-interest statute and the corporation’s approval process for disinterested approval or equivalent cleansing steps. - Document execution and closing authority should empower the relevant officers to finalize, deliver, and file the transaction documents and ancillary instruments. - Cross-document issue spotting should be framed as a consistency check across the consent, capitalization materials, financing documents, and any prior board action. ## 4. Analytical scaffolds - Start with the financing authorization resolution: identify the security series, purchase price, closing authority, and the principal documents approved. - Then address any investor-by-investor authorization in a schedule or embedded resolution, using the names and economics supplied in the source materials. - If the financing contemplates an option pool increase or new grants, separate the pool amendment from the grant approvals and confirm plan capacity before any grant language. - If the financing triggers conversion of outstanding instruments, state the conversion basis, the resulting securities to be issued, and the approval logic for that issuance. - If any director has an interest in the financing, include a tailored disclosure and the approval mechanics for the disinterested decisionmakers. - End the operative consent with customary authority to amend, execute, deliver, and take further actions to consummate the financing. - Prepare the cover memo only after the consent draft is complete; use it to surface discrepancies, not to rewrite the operative resolutions. - For each discrepancy, identify the affected document set, explain the inconsistency, and recommend the correction category without overcommitting to a factual fix when the source record is incomplete. ## 5. Vertical / structural / temporal relationships - Sequence the consent so that authorization of the financing comes first, followed by dependent equity actions, then conflict-cleansing language, and finally execution and closing authority. - If the transaction has conditions precedent or simultaneous closing steps, reflect them in the order that a board would reasonably authorize them. - If the source materials reference a prior consent, preserve consistent defined terms, capitalization, and document names unless the new financing expressly changes them. - When multiple documents speak to the same point, prefer the most recent operative transaction document, but flag the mismatch rather than silently harmonizing it. - Keep the cover memo separate from the consent and make clear which items are operative and which are only flagged for reconciliation. ## 6. Output structure conventions - Draft `series-b-board-consent.docx` as the primary deliverable and ensure it contains operative resolutions, not commentary. - Draft `drafting-cover-memo.docx` only after the consent is complete and only to flag cross-document discrepancies and recommended resolution categories. - Use a standard board written consent format with recitals or introductory clauses as appropriate, followed by numbered resolutions and any needed schedules. - Include investor, grant, or conversion schedules only when the source materials supply enough detail to make them operative; do not invent missing economics. - Preserve the style of the prior consent where possible, but update dates, parties, security series, and closing mechanics to match the current financing record. - Where the source set supports it, state share counts, purchase prices, and other operative terms in the resolution text or attached schedule. - In the cover memo, separate each discrepancy into its own concise entry and identify the documents that conflict. - Before finishing, verify that the primary consent file exists, is non-empty, and contains the operative approvals for the financing and related corporate actions.