# Review Board Resolutions Scenario 02 > Agents apply the same resolution review framework as the baseline scenario while also checking compensation formulas for internal arithmetic consistency, separating any mathematical inconsistency from interested-director procedural issues, and confirming whether any transfer, offering, or issuance restrictions tied to existing equity rights have been addressed before an issuance becomes effective. - Skill: `finchipaiorg/review-board-resolutions-scenario-02` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/review-board-resolutions-scenario-02` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/review-board-resolutions-scenario-02/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/review-board-resolutions-scenario-02 --- # Skill: Review Board Resolutions — Governance Issues Report ## 2. Failure modes the skill is correcting - Treating a board-resolution review as a single-pass readthrough instead of a category-by-category issue spotter with severity ratings, consequences, and fixes. - Collapsing distinct defects into one umbrella conclusion, especially where a compensation calculation error, an interested-director approval problem, and an equity-rights compliance problem arise from different source provisions. - Missing whether all governing documents that bear on the action have been checked, including charter, bylaws, investor rights arrangements, stockholder agreements, committee charters, and any board composition provisions. - Failing to connect each issue to the resolution text, the supporting documents, and the practical effect on effectiveness, enforceability, closing readiness, or downstream reporting. - Flagging a problem without stating how large it is in context, what other provision it interacts with, and what the company must do to cure it. - Treating board-seat composition as static when the documents contemplate designated seats, vacancy status, or appointment mechanics that must be tested against the current board roster. - Missing that a resolution authorizing an issuance may be incomplete unless any notice, offer, election, waiver, or waiting period applicable to existing equity rights has been addressed. ## 3. Legal frameworks / domain conventions that apply - Review board resolutions against the corporate charter, bylaws, board and committee authority provisions, and any incorporated governance agreements. - Evaluate interested-director or conflicted-approval issues under the governing corporate statute and the entity’s approval mechanics, including whether the disinterested directors or stockholders approved the action in the required manner. - For compensation approvals, separate the substantive compensation decision from any calculation error in the formula, exhibit, or attached schedule. - If the resolution uses a formula-based bonus, incentive, or pool amount, verify internal arithmetic against the stated metric and formula before assessing the governance effect. - If the company contemplates an equity issuance, review any preemptive right, right of first offer, participation right, notice right, election window, waiver requirement, or similar restriction in the source documents. - Treat a board composition issue as distinct from a transaction-validity issue: a vacancy, missing designee, or exceeded seat count can be a separate governance defect even if the underlying resolution is otherwise properly approved. - Use the controlling authority named in the source set where provided; otherwise cite the governing corporate statute, the company documents, and any generally recognized corporate-law authority supporting the proposition. ## 4. Analytical scaffolds - Start by identifying each discrete action the board took or approved: appointment, compensation, issuance, delegation, ratification, waiver, amendment, or other operative step. - Then map each action to the document hierarchy that authorizes it and note any internal inconsistency between the resolution, exhibits, schedules, and governing instruments. - For each issue, apply a three-part closeout: - measure the issue against the relevant figure, term, threshold, seat count, or transaction scope in the source materials; - cross-reference the other clause, exhibit, agreement, or governance document that controls or modifies the point; - state the downstream consequence for the company, including effectiveness, enforceability, filing risk, tax, disclosure, litigation, or closing delay. - When a formula appears, extract the formula, identify the underlying metric from the source materials, recompute the result, and compare it to the stated amount. - Keep the arithmetic issue separate from any conflict-of-interest or approval defect, even if both arise in the same resolution. - If an issuance is proposed, test whether any existing holder rights must be satisfied before closing and whether the resolution should be conditioned on notice, waiver, or expiration of an exercise period. - If the documents create designated board seats, confirm whether each seat is occupied, reserved, or vacant based on the current roster and appointment actions. - Where multiple resolutions, periods, classes, or classes of holders are involved, enumerate them first and analyze each against the controlling source documents rather than collapsing them into one generic pass. ## 5. Vertical / structural / temporal relationships - Distinguish between authorization, satisfaction of conditions, and closing effectiveness; a board approval may exist before all issuance conditions are complete. - If rights-holders must receive notice or an election period before an issuance, the issuance timeline must accommodate that sequence and any waiver timing. - If a formula-based compensation amount is wrong, consider whether the issue was pre-payment or post-payment and whether correction, clawback, or recovery mechanics are implicated. - If the documents require two designated directors for a series, track both seat status and any time-sensitive vacancy or replacement mechanics. - If a resolution is conditioned on subsequent approval or notice, say so explicitly and tie the cure to the operative date or milestone. ## 6. Output structure conventions - Produce a formal issues report suitable for a docx deliverable, organized by category rather than as a narrative memo. - Define a uniform ordinal severity scale once near the top and apply it to every issue entry. - Use clear category headings that fit the subject matter, such as authority and approval, board composition, compensation, equity issuance rights, and document consistency. - For each issue entry, include: - a severity rating; - a concise issue statement; - the governing document or authority that controls; - the factual basis from the reviewed materials; - the consequence if not cured; - a remediation step written as an action. - For formula-based compensation items, include the formula, the source metric, the recomputed amount, the stated amount, and the discrepancy; do not blur this with interested-director approval analysis. - For equity issuance items, include the applicable participation or offering right, the required procedural steps, and whether the resolution should be conditioned on completion of those steps before effectiveness. - For board-composition items, state which designated seat is implicated, whether it is filled or vacant, and why that matters under the governing documents. - End with a concise Recommended Actions section that lists imperative next steps, the responsible role, and a timing anchor tied to the transaction or governance milestone.