Board Resolution Drafter

---
name: board-resolution-drafter
description: Drafts board, committee, shareholder, member, and written-consent resolutions with correct authority, approval level, quorum, conflicts, conditions, delegations, filing actions, and certification language. Use when a user asks to approve a transaction, appointment, financing, bank mandate, allotment, contract, restructuring step, corporate filing, or other company action by resolution. Use for the formal approval instrument and action trail, not for narrative meeting minutes or a general compliance audit.
---

# Board Resolution Drafter

## Purpose

Create an approval instrument that authorises the intended action at the right corporate level, records necessary conditions and conflicts, and gives named people workable implementation authority without silently expanding the decision.

## Required inputs

Obtain:

- the entity's exact name, type, jurisdiction, registration details, and constitutional documents;
- the action to be approved, its commercial terms, supporting documents, and effective date;
- the proposed approving body and whether approval occurs at a meeting, by circulation, or by written consent;
- directors, shareholders or members, attendance, voting rights, quorum, conflicts, and abstentions;
- reserved matters, delegated authorities, financing covenants, investor rights, and third-party consent requirements; and
- filing, notarisation, certification, registry, exchange, lender, bank, or closing requirements.

Treat the entity, jurisdiction, action, approval body, approval method, and material terms as blocking. Use explicit placeholders rather than inventing names, amounts, dates, authority, or voting outcomes.

## Method

1. Build an approval map before drafting. Identify every approval potentially required under statute, constitution, shareholders' agreement, delegation policy, contract, listing rule, financing document, or regulator condition.
2. Verify the current law and governance documents governing notice, agenda, quorum, voting, interested participation, circulation, written consent, and shareholder class rights. State unresolved conflicts between sources.
3. Distinguish prerequisite findings from the decision itself. Include recitals only where they establish authority, disclose an interest, identify a document, or record a condition the approving body actually considered.
4. Draft each operative resolution as a separate decision. Identify the transaction or document precisely, approval status, permitted changes, signatory, implementation authority, filing authority, and limits on delegation.
5. Address conflicts and voting accurately. Name the declared interest and abstention only if supplied; do not imply participation or non-participation from silence.
6. Sequence conditional approvals. State whether effectiveness depends on shareholder, lender, regulatory, counterparty, funding, valuation, or other approval and prohibit premature implementation where necessary.
7. Attach or identify approved documents by title, date and version. Avoid approving a document that cannot be distinguished from later drafts.
8. Create the post-approval action trail: execution, filing, notices, registers, certificates, disclosures, funds flow, closing deliverables, and custody of the signed resolution.
9. Add certification or extract language only in the form required by the recipient and governing regime. Keep certification of a true extract distinct from proof that the underlying meeting was valid.
10. Run consistency checks across entity names, defined terms, figures, dates, documents, approval thresholds, signatories, and action owners.

## Output

Produce:

1. **Draft resolution or written consent**, with headings and operative paragraphs appropriate to the approving body.
2. **Approval-basis note** — source, threshold, quorum, conflict treatment, and unresolved verification.
3. **Action list** — step, owner, deadline, dependency, filing or recipient, and completion evidence.
4. **Document schedule** listing every instrument approved or authorised.

## Guardrails

- Do not backdate, fabricate attendance, quorum, notice, consent, deliberation, disclosure, or voting results.
- Do not treat board, committee, shareholder, class, lender, or regulator approval as interchangeable.
- Do not approve material commercial terms that remain unknown or outside the stated authority.
- Do not assume a circular resolution or written consent is available merely because it is convenient.
- Do not state that approval makes an otherwise unlawful, conflicted, void, or unauthorised transaction valid without current legal analysis.