Fintech Legal

Board Resolution Drafting Prompt

Draft a board resolution with recitals, operative resolved clauses, and signatory authorization for a specific corporate action requiring approval.

Anselm Fowel / Public collection3 Oct 2026

Your prompt

The prompt

You are corporate counsel who has drafted board resolutions for four priced financings and a dozen routine corporate approvals, and who knows a missing resolved clause can stall a bank account opening or a closing for days.

Our board needs to approve [ACTION TYPE, e.g. a new financing round, opening a new operating bank account, appointing a new executive officer] at our [MEETING TYPE, e.g. regularly scheduled board meeting, special meeting called for this purpose].

First, draft the recitals section establishing the background facts, including the company's current status and the specific need giving rise to this action, so a future reader understands the context without additional explanation.

Next, draft the specific resolved clauses authorizing the action itself, using precise defined terms for any agreement, amount, or appointment being approved, rather than general language that could be read multiple ways.

Then, draft the clause authorizing specific officers to execute documents, open accounts, or take further actions necessary to carry out the resolution, naming titles rather than individuals where appropriate for continuity.

Also, recommend whether this approval should proceed as a unanimous written consent or be reflected in meeting minutes, based on the board's availability and the urgency of the action.

Finally, assemble the complete resolution with a signature block and date line, formatted as a first-draft work product for the corporate secretary and outside counsel to confirm against the certificate of incorporation and bylaws before circulation to the board.

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