Purpose
Produce clean, properly structured board or committee resolutions for standard corporate actions — with correct recitals, operative resolved clauses, and adoption mechanics — so counsel and corporate secretaries can move from decision to signed consent without redrafting boilerplate each time.
When to Use
Invoke this skill when the user asks to:
- Draft a board resolution for a specific corporate action (officer appointment, banking authority, equity issuance, contract approval, etc.)
- Prepare a unanimous written consent in lieu of a meeting
- Draft committee resolutions (audit, compensation, or special committee)
- Create ratifying or annual-cycle resolutions for approval at an upcoming meeting
- Convert a decision described in plain language into properly formatted resolved clauses
Inputs Required
Before starting, collect:
- Corporate action(s): The specific decision(s) requiring board or committee approval
- Entity type and jurisdiction: Delaware corporation, LLC, state of incorporation, etc.
- Approving body: Full board / specific committee / stockholders — and whether by meeting or written consent
- Company name: Exact legal name as it appears in the charter
- Key parties and figures: Names, titles, dollar amounts, share counts, counterparties, or dates referenced in the action
- Effective date: When the resolution takes effect
- Special conditions: Any conditions precedent, delegated authority, or approval qualifiers
If jurisdiction is not specified, default to Delaware corporate conventions and note the assumption. If the approving body is unspecified, default to the full board acting by unanimous written consent.
Instructions
Step 1: Identify the Resolution Type and Structure
Determine which standard-form structure applies to the requested action. Match to one of the common categories below and apply its skeleton:
- Officer/Director Appointments & Removals: WHEREAS establishing the vacancy or need; RESOLVED appointing/removing named individuals with titles and effective date; RESOLVED authorizing officers to reflect the change in company records.
- Banking & Financial Authority: RESOLVED establishing accounts at a named institution; RESOLVED designating authorized signatories and dollar thresholds; RESOLVED authorizing wire, ACH, and check authority.
- Equity Issuances: WHEREAS referencing the plan or authorization; RESOLVED approving the number, class, price, and recipients; RESOLVED reserving shares; RESOLVED authorizing execution of stock purchase or grant agreements.
- Contract & Transaction Approvals: WHEREAS describing the agreement and counterparty; RESOLVED approving the transaction on the material terms; RESOLVED authorizing designated officers to negotiate, execute, and deliver.
- Committee Formation & Delegation: RESOLVED establishing the committee; RESOLVED naming members and chair; RESOLVED specifying delegated authority and charter reference.
- Annual/Ratifying Actions: WHEREAS noting prior action or annual cycle; RESOLVED ratifying, confirming, and approving prior acts of officers.
Step 2: Draft the Preamble and Recitals
- Open with the correct heading for the approving body and method (e.g., "ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [company legal name]" — filled with the actual name).
- Include the standard consent recital citing the applicable statute or bylaw authority (e.g., DGCL § 141(f) for board written consent).
- Add WHEREAS clauses only where context or findings are needed to support the resolved clauses. Keep recitals factual — no argument.
Step 3: Draft the Resolved Clauses
- Begin each operative clause with "RESOLVED, that..." and use "FURTHER RESOLVED, that..." for subsequent clauses.
- Name specific parties, dollar amounts, share counts, titles, and dates — never leave placeholders in the final text.
- Include an omnibus authorization clause where appropriate: "RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to take all such further actions and execute all such documents as they deem necessary or advisable to carry out the intent of the foregoing resolutions."
- Where authority is delegated or conditioned, state the condition or limit explicitly.
Step 4: Draft the Adoption and Signature Block
- For written consents: include an effectiveness statement, a counterparts clause, and a signature block for each director or committee member with name and title lines.
- For meeting minutes-style resolutions: include an adoption line noting the resolutions were duly adopted at the meeting and a secretary certification line.
- Include the effective date consistent with the input.
Step 5: Add a Practice Note
Append a brief note flagging any items the user should confirm before circulation — quorum/consent requirements, conflicts of interest requiring recusal, required stockholder approval, or filings triggered by the action.
Output Format
- Structure: Formal resolution document — heading, recitals, numbered/sequential resolved clauses, adoption block, signature lines, followed by a short practice note set off from the resolution text
- Length: 300–700 words per resolution, depending on complexity
- Format: Formatted legal document text (ready to paste into a consent or minute book), with the practice note as a clearly labeled separate section
- Sections: Heading → Recitals (if applicable) → Resolved clauses → Omnibus authorization → Adoption/signature block → Practice Note
- Tone: Formal legal drafting — precise, conventional resolution language; no marketing tone, no hedging
Quality Checklist
Before delivering output, verify:
- [ ] The heading names the exact approving body and method (meeting vs. written consent)
- [ ] Every resolved clause names specific parties, amounts, and dates — no bracketed placeholders remain
- [ ] The written consent recital cites the correct statutory or bylaw authority for the entity type
- [ ] An omnibus authorization clause is included where the action requires execution of documents
- [ ] The signature block matches the approving body (all directors for board consent; named members for committee)
- [ ] The practice note flags at least one governance item to confirm before circulation
Notes
- Board written consents generally require unanimous signatures under DGCL § 141(f); committee written consents follow the same default unless the charter or bylaws provide otherwise — confirm before relying on non-unanimous consent.
- Where a director has a material interest in the transaction, flag the need for disclosure and recusal or a § 144 approval process rather than silently including their consent.
- This skill drafts standard-form resolutions; complex transactions (mergers, charter amendments, financings with multiple approval layers) should be reviewed by counsel and paired with the underlying transaction documents.
- Keep recitals lean — over-recited resolutions create interpretive risk. State findings only where they support the operative clauses.
How to use this skill
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Installing in Claude Code:
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Using in Claude.ai, ChatGPT, Gemini, or other AI tools:
- Drag this file into a new chat, or copy and paste its contents
- Send your task or request as your next message — the AI will apply the skill where it fits
For Claude Code skill details: https://docs.anthropic.com/en/docs/claude-code/skills