Board Resolution Drafting Agent
Drafts board and written consent resolutions from meeting minutes or action items, formatted to entity-specific governance requirements.
Corporate secretaries and general counsel must translate board discussions and decisions into properly formatted resolutions that satisfy each entity's bylaws, state corporate law requirements, and quorum or voting thresholds, often across a multi-entity corporate family with different governance documents
Drafting resolutions manually after every meeting is time-consuming and prone to inconsistent formatting, missing required recitals, or citation errors to the wrong bylaw provision
Action items from meetings or informal approvals are sometimes never memorialized into a formal resolution, creating governance gaps that surface during financing due diligence or audits
Subsidiary entities frequently need mirrored or parallel resolutions that are easy to forget
The agent ingests board meeting minutes, action item logs, or informal approval records and drafts formal resolutions matched to the specific entity's governance documents, jurisdiction, and required approval thresholds. It selects the correct resolution template for the action type (officer appointment, financing approval, stock issuance, bylaw amendment, etc.), populates entity-specific details, and flags where subsidiary or affiliate mirror resolutions are also required. Drafts are routed to the corporate secretary or general counsel for review before circulation for signature.
Action Item Capture
- Ingest meeting minutes, transcripts, or logged action items
- Identify actions requiring formal board or written consent resolution
- Classify each action by resolution type
- Flag ambiguous or incomplete approvals needing clarification
Entity and Governance Matching
- Identify the correct legal entity and governing document set
- Confirm quorum and voting threshold requirements were met
- Select the appropriate resolution template
- Flag subsidiaries or affiliates needing mirrored resolutions
Resolution Drafting
- Populate resolution recitals and operative clauses with meeting details
- Cite correct bylaw or statutory authority
- Draft any required officer certificates or secretary's certificates
- Compile the drafts into a signature-ready package
Review, Execution, and Filing
- Route drafts to general counsel or corporate secretary for review
- Track signature collection for written consents
- File executed resolutions in the corporate minute book
- Update the cap table or corporate records system where applicable