← All workflows

Written Consent

Draft Written Consents in Minutes, Not Hours

12 minutes with CaseMark

Run this workflow

Run it in CaseMark

Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

  • Bylaws or Operating Agreement
  • Proposed Resolutions or Transaction Documents

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Written Consent skill automates the drafting of Written Consents in Lieu of Meeting for corporate boards and shareholders. It analyzes your governing documents, identifies applicable statutory requirements, and produces a complete, execution-ready consent document with properly structured recitals, resolutions, and signature blocks.

Drafting written consents in lieu of meeting requires careful cross-referencing of bylaws, state statutes, cap tables, and transaction documents. Attorneys spend significant time ensuring proper statutory citations, correct signatory details, and compliant resolution language—work that is repetitive yet demands precision to avoid governance defects.

CaseMark automates the entire written consent drafting process by extracting key provisions from your governing documents, identifying the correct statutory framework, and generating a complete consent document. The result is a professionally structured draft with accurate citations, properly formatted resolutions, and compliant signature blocks—ready for attorney review and execution.

How it works

  1. 1. Upload your bylaws, operating agreement, cap table, and any supporting transaction documents

  2. 2. AI analyzes governing documents to identify consent procedures, thresholds, and signatory requirements

  3. 3. Review and customize the fully drafted written consent with resolutions, recitals, and signature blocks

  4. 4. Export the finalized consent document in your preferred format (DOCX, PDF)

What you get

  • Title and Preamble with Statutory Authority

  • Recitals (WHEREAS Clauses)

  • Numbered Resolutions

  • Execution Clause and Counterpart Authorization

  • Signature Blocks (Directors or Shareholders)

  • Secretary's Certificate

What it handles

  • Statutory-compliant preamble with automatic citation of DGCL or applicable state law

  • Structured WHEREAS recitals with signatory identification and business rationale

  • Numbered resolutions following proper corporate drafting conventions

  • Signature blocks formatted for directors or shareholders with share class and percentage details

  • Secretary's certificate of due execution and corporate record filing

  • Support for both board and shareholder consent types with appropriate thresholds

Required documents

  • Bylaws or Operating Agreement

    The entity's governing documents containing consent procedures, voting thresholds, and notice requirements

    .pdf, .docx

  • Proposed Resolutions or Transaction Documents

    Description of proposed corporate actions or supporting agreements to be approved by consent

    .pdf, .docx

Supporting documents

  • Cap Table or Stock Ledger

    Shareholder ownership details including share counts, classes, and percentages for shareholder consents

    .pdf, .docx, .xlsx, .csv

  • Prior Minutes or Consents

    Previous board or shareholder minutes for reference on formatting conventions and prior actions

    .pdf, .docx

  • Certificate of Incorporation

    Charter document for confirming entity name, jurisdiction, authorized shares, and any special consent provisions

    .pdf, .docx

Why teams use it

Reduce drafting time from hours to minutes while maintaining compliance with DGCL and other state corporate statutes

Eliminate formatting inconsistencies with standardized resolution language, recitals, and signature blocks

Minimize compliance risk by automatically referencing the correct statutory authority and consent thresholds from your governing documents

Streamline corporate record-keeping with integrated secretary's certificates and exhibit references

Questions

Does this tool support both board and shareholder written consents?

Yes. CaseMark supports drafting written consents for both boards of directors and shareholders. The tool automatically adjusts the document structure, signature blocks, and statutory citations based on the consent type you select.

Which state corporate laws does CaseMark reference?

CaseMark primarily references Delaware General Corporation Law (DGCL §§141(f) and 228) but can adapt to other state statutes. The AI identifies the applicable jurisdiction from your governing documents and cites the correct statutory authority.

Can I attach exhibits like transaction agreements to the consent?

Absolutely. CaseMark follows proper corporate drafting conventions by referencing supporting documents as numbered exhibits. You can upload transaction agreements, and the AI will incorporate appropriate exhibit references within the resolutions.

How does CaseMark handle unanimous vs. majority consent requirements?

CaseMark analyzes your bylaws or operating agreement to determine the applicable consent threshold. The preamble and execution clause are automatically tailored to reflect whether unanimous or majority consent is required under your governing documents and applicable law.

Is the output ready for execution or does it need attorney review?

CaseMark generates a professionally structured draft that follows corporate governance best practices. We recommend attorney review before execution to confirm all entity-specific details, signatory information, and resolution language meet your requirements.

Can CaseMark handle electronic signature authorization language?

Yes. CaseMark includes electronic signature authorization language and can cite the E-SIGN Act where applicable. The execution clause also addresses counterpart execution to facilitate remote signing by multiple directors or shareholders.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Draft & Defend 30(b)(6) Depositions in Minutes

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours