Board and Member Written Consent Drafter
When a corporation's board or an LLC's members or managers need to approve routine or transactional actions without holding a meeting.
Written consents are among the most common corporate documents a lawyer prepares: appointing officers, opening bank accounts, approving equity grants, authorizing a transaction. They are routine until a consent is challenged because it lacked a required signature, skipped a class vote, or relied on a written-consent right the governing documents did not provide. A short authority check before drafting prevents most of those problems.
The prompt pastes the bylaws or operating agreement first, then lists the entity details, the people whose consent is needed and the actions to approve. Claude starts by reporting, with quotes, whether written consent is permitted, what threshold applies, what notice is required, and whether any other approvals are triggered. Then it drafts the consent with recitals, one resolution per action, a general authorizing resolution, counterpart language where allowed and signature blocks for every required signer.
Claude can only check the documents you paste. State statutes set default rules and sometimes mandatory requirements for written consents, and the prompt deliberately tells Claude not to describe a statute it has not been given. The attorney should confirm the statutory requirements, the current list of directors or members, and any investor consent rights before the consent is circulated for signature.
The Prompt
<governing_document> [PASTE THE BYLAWS, OPERATING AGREEMENT, OR RELEVANT SECTIONS, PLUS ANY SHAREHOLDER OR MEMBER AGREEMENT PROVISIONS ON APPROVALS] </governing_document> <details> Entity: [ENTITY NAME], a [STATE] [CORPORATION / LLC] Approving body: [BOARD OF DIRECTORS / MEMBERS / MANAGERS] Names of all directors, members or managers: [NAMES, AND FOR MEMBERS, PERCENTAGE INTERESTS] Actions to approve: - [e.g., appoint Jane Doe as Chief Financial Officer] - [e.g., open an operating account at a bank and designate authorized signers] - [e.g., approve grant of options under the equity plan to listed recipients] - [e.g., approve and authorize execution of a specific agreement] Effective date: [DATE] </details> First, review the governing document and report: 1. Whether action by written consent is permitted for this body, quoting the provision. 2. The approval threshold that applies (unanimous, majority, supermajority, or specific class or member approval), quoting it. 3. Any notice or quorum requirements, including notice to holders who did not sign, quoting them. 4. Anything in the document that may require additional approvals for these actions (such as investor consent rights). If the document is silent on a point, say so and note that the default rule under [STATE CORPORATION OR LLC STATUTE] needs to be checked. Do not state what the statute says unless it appears in the pasted text. Then draft the written consent: - Caption, recitals and a statement of the authority relied on (cite the section of the governing document). - One "RESOLVED" paragraph per action, plus a general authorizing resolution for officers to carry out the actions. - Counterpart and electronic signature language, if the governing document allows it. - Signature blocks for every person whose consent is needed, with date lines. Use [BRACKETS] for any fact you do not have. This is a draft for attorney review; the attorney must confirm the statutory requirements before it is signed.
Example Output
A short authority check quoting the governing document's written-consent and approval provisions, followed by a ready-to-edit written consent with resolutions and signature blocks.
Illustrative example — names, figures, and facts are fictional.
AUTHORITY CHECK Entity: Bluefern Robotics, Inc., a [STATE] corporation (fictional) Approving body: Board of Directors (3 directors) 1. Written consent permitted: Yes. Bylaws Sec. 3.11: "Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission." 2. Threshold: Unanimous (per Sec. 3.11 above). 3. Notice: None required for unanimous board consent under the Bylaws. Statutory requirements under [STATE CORPORATION STATUTE] not provided; attorney to confirm. 4. Additional approvals: Investor Rights Agreement Sec. 5.2 requires "the written consent of the Series Seed Majority" before the Company "creates or increases any equity incentive plan." The option grants listed below appear to use the existing plan pool, so no increase is indicated, but please confirm the pool size. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BLUEFERN ROBOTICS, INC. Effective [DATE] The undersigned, being all of the members of the Board of Directors of Bluefern Robotics, Inc. (the "Company"), acting pursuant to Section 3.11 of the Company's Bylaws, hereby adopt the following resolutions: Appointment of Officer RESOLVED, that Priya Okafor is appointed Chief Financial Officer of the Company, to serve at the pleasure of the Board. Bank Account RESOLVED, that the Company is authorized to open an operating account at [BANK NAME], and that the Chief Executive Officer and Chief Financial Officer are each designated as authorized signers. Option Grants RESOLVED, that the options set forth on Exhibit A are granted under the Company's [PLAN NAME], at an exercise price of [PRICE] per share, which the Board determines is not less than the fair market value of a share on the grant date [CONFIRM VALUATION SUPPORT], subject to the terms of the Plan and the applicable award agreements. General Authority RESOLVED, that the officers of the Company are authorized to take all actions and execute all documents necessary to carry out the foregoing resolutions. This consent may be executed in counterparts and by electronic signature. _____________________ Date: ______ Marcus Webb, Director _____________________ Date: ______ Lena Ishikawa, Director _____________________ Date: ______ Tomas Reyes, Director Draft for attorney review.
Tips
- •Paste the governing document and any shareholder, investor or member agreement. Consent rights are often in the side agreement, not the bylaws.
- •For equity grants, include the plan name, the grant terms and recipient list so the resolutions can be specific.
- •If the entity has multiple classes or series, list them and their holders so Claude can check for class votes.
- •Ask Claude for a second version formatted as meeting minutes if the body will meet instead of acting by consent.
- •The statutory default rules are not in the pasted text. Verify them for the entity's state before the consent is circulated, and treat the output as a draft for attorney review.
Frequently Asked Questions
Does this work for both corporations and LLCs?
Yes. Tell Claude whether the approving body is a board, the members or the managers, and paste the bylaws or operating agreement. LLC operating agreements vary widely on voting and written consent, so the authority check is especially important there. For member consents, include each member's percentage interest so Claude can test the approval threshold against the actual ownership.
Why will Claude not tell me what the state statute requires?
The prompt instructs Claude to rely only on the governing documents you paste, because statutory rules on written consent differ by state and entity type and change over time. If you want the statute considered, paste the relevant section into the prompt. Either way, the attorney should verify the statutory requirements directly before the consent is signed.
Can I use this to draft minutes instead of a consent?
Yes. After the consent is drafted, ask Claude to convert the same resolutions into minutes of a meeting, and give it the date, attendees, who chaired, and the vote on each item. Paste the quorum and notice provisions so it can include the recitals about notice and quorum. Review the minutes against what actually happened at the meeting.
What if the governing document is silent on written consent?
Claude will say so and point you to the statutory default. In that situation, check the entity's state statute and any shareholder or member agreement before relying on written consent. If written consent is not clearly available, holding a properly noticed meeting may be the safer path, and Claude can draft the notice and minutes instead.
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