# Board resolution drafter
> Source: https://legalcode.md/skills/legalcode-board-resolution-drafter | [HTML version](https://legalcode.md/skills/legalcode-board-resolution-drafter)

Drafts board resolutions and unanimous written consents (UWCs) for common corporate actions: officer appointments and removals, equity issuances, stock option…

Drafts board resolutions and unanimous written consents (UWCs) for common corporate actions: officer appointments and removals, equity issuances, stock option and warrant grants (ISO/NSO), equity incentive plan adoptions, financing approvals (debt facilities, convertible notes, SAFEs, preferred rounds), contract authorizations, dividend declarations, bank account authorizations, annual compliance resolutions, IP assignments, subsidiary formations, M&A preliminary approvals, and indemnification agreements. Covers recital/WHEREAS and RESOLVED structure, quorum, unanimous consent mechanics, Secretary certification, and corporate formality requirements under Delaware DGCL §141, UK Companies Act 2006, and MBCA. Deep coverage of IRC §409A FMV requirements for equity grants, Rule 701 securities law compliance, and §280G golden parachute analysis triggers. Jurisdiction-agnostic with deep DE/UK/general treatment. Use when a company needs a board resolution or written consent for any corporate governance action. Supports startup, growth-stage, and public company contexts.

This skill drafts board resolutions and unanimous written consents (UWCs) for common corporate actions. It identifies the correct resolution type, gathers required context, structures the recital/resolved clauses, and flags corporate authority prerequisites. **Covers:** - All common board-authorized corporate actions (see Resolution Type Matrix below) - Meeting-based board resolutions and unanimous written consents without a meeting - Quorum and procedural compliance checks - Secretary certification language - Corporate authority prerequisite analysis (board-only vs. stockholder approval required) - Jurisdiction-specific formality requirements (DE / UK / general) - Tax and securities law triggers for equity and financing actions - Quality-verified output with Glass Box audit trail **Does not:** - Draft stockholder/shareholder resolutions (separate skill) - Provide legal advice or replace qualified corporate counsel - File documents with government authorities - Provide an opinion on the legality of the underlying corporate action This skill covers three corporate law frameworks in depth: | Framework | Statute/Source | Key Resolution Mechanic | |-----------|---------------|------------------------| | **Delaware** | DGCL Title 8, Ch. 1 | Meeting (§141(b) quorum) or UWC (§141(f) — ALL directors must sign) | | **UK** | Companies Act 2006 + Model Articles SI 2008/3229 | Board meeting (Art. 7-8) or written resolution of directors (Model ...

## Jurisdictions

Global



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