Draft Board Consent Resolutions

---
name: ecvc-draft-board-consent-resolutions
task_id: emerging-companies-venture-capital/draft-board-consent-resolutions
description: A board written consent for a preferred stock financing should resolve the financing authorization, address any option plan adjustments and grant approvals, handle convertible instrument conversion mechanics, disclose and manage any interested-director issues, and authorize closing actions and document execution.
activates_for: [planner, solver, checker]
---

# Skill: Draft Board Consent Resolutions

## 1. Subject-matter triage
- This is a drafting task: produce the operative board consent first, then a short cover memo only after the consent is complete.
- Use the prior consent’s style as the baseline, but update the substance for the Series B financing and any related corporate actions reflected in the source set.
- If the source materials present more than one investor, security holder, option recipient, conversion instrument, or conflicted director, handle each specifically rather than collapsing them into a generic authorization.
- If the record is internally inconsistent, preserve the operative action in the consent and flag the discrepancy in the memo for human resolution.

## 2. Failure modes the skill is correcting
- Treating the consent as boilerplate instead of a document that must actually authorize the financing and its dependent corporate actions.
- Omitting investor-specific approvals, share counts, purchase terms, or other operative economics when the source materials supply them.
- Failing to address option plan capacity, new grants, or related equity administration before authorizing them.
- Hand-waving convertible instrument conversion mechanics instead of documenting the triggering mechanics and resulting issuance.
- Ignoring interested-director participation and the approval mechanics required for conflicted approvals.
- Failing to align the consent with the prior consent’s style, defined terms, and sequencing where the source set indicates continuity.
- Missing cross-document discrepancies between the cap table, term sheet, draft resolutions, and related transaction documents.
- Issuing the memo as a substitute for the consent rather than as a secondary issue-spotting companion.

## 3. Legal frameworks / domain conventions that apply
- Board written consent authority should track the applicable corporate statute governing action by written consent and board approval of stock issuances.
- Preferred stock financing resolutions should authorize the issuance of the relevant series, the purchase price, and the closing mechanics tied to the transaction record.
- Investor allocation should be stated by investor and allocation amount where the source materials provide that level of specificity.
- Option plan actions should respect the plan’s available reserve, any amendment mechanics, and the basis for pricing or grant approval under the applicable equity plan and valuation support.
- Convertible instrument conversion should be authorized only with the operative conversion mechanics stated consistently with the governing instrument and financing trigger.
- Interested-director matters should be handled under the applicable conflict-of-interest statute and the corporation’s approval process for disinterested approval or equivalent cleansing steps.
- Document execution and closing authority should empower the relevant officers to finalize, deliver, and file the transaction documents and ancillary instruments.
- Cross-document issue spotting should be framed as a consistency check across the consent, capitalization materials, financing documents, and any prior board action.

## 4. Analytical scaffolds
- Start with the financing authorization resolution: identify the security series, purchase price, closing authority, and the principal documents approved.
- Then address any investor-by-investor authorization in a schedule or embedded resolution, using the names and economics supplied in the source materials.
- If the financing contemplates an option pool increase or new grants, separate the pool amendment from the grant approvals and confirm plan capacity before any grant language.
- If the financing triggers conversion of outstanding instruments, state the conversion basis, the resulting securities to be issued, and the approval logic for that issuance.
- If any director has an interest in the financing, include a tailored disclosure and the approval mechanics for the disinterested decisionmakers.
- End the operative consent with customary authority to amend, execute, deliver, and take further actions to consummate the financing.
- Prepare the cover memo only after the consent draft is complete; use it to surface discrepancies, not to rewrite the operative resolutions.
- For each discrepancy, identify the affected document set, explain the inconsistency, and recommend the correction category without overcommitting to a factual fix when the source record is incomplete.

## 5. Vertical / structural / temporal relationships
- Sequence the consent so that authorization of the financing comes first, followed by dependent equity actions, then conflict-cleansing language, and finally execution and closing authority.
- If the transaction has conditions precedent or simultaneous closing steps, reflect them in the order that a board would reasonably authorize them.
- If the source materials reference a prior consent, preserve consistent defined terms, capitalization, and document names unless the new financing expressly changes them.
- When multiple documents speak to the same point, prefer the most recent operative transaction document, but flag the mismatch rather than silently harmonizing it.
- Keep the cover memo separate from the consent and make clear which items are operative and which are only flagged for reconciliation.

## 6. Output structure conventions
- Draft `series-b-board-consent.docx` as the primary deliverable and ensure it contains operative resolutions, not commentary.
- Draft `drafting-cover-memo.docx` only after the consent is complete and only to flag cross-document discrepancies and recommended resolution categories.
- Use a standard board written consent format with recitals or introductory clauses as appropriate, followed by numbered resolutions and any needed schedules.
- Include investor, grant, or conversion schedules only when the source materials supply enough detail to make them operative; do not invent missing economics.
- Preserve the style of the prior consent where possible, but update dates, parties, security series, and closing mechanics to match the current financing record.
- Where the source set supports it, state share counts, purchase prices, and other operative terms in the resolution text or attached schedule.
- In the cover memo, separate each discrepancy into its own concise entry and identify the documents that conflict.
- Before finishing, verify that the primary consent file exists, is non-empty, and contains the operative approvals for the financing and related corporate actions.