Resolution Example Doesn't Work (Here's What Does)

Resolution Example: 15‑Minute Playbook for CEOs

You don’t need a marathon board meeting to get clean approvals. This resolution example shows the exact wording, exhibits, approvers, and an e-sign workflow so a startup team can draft, route, sign, and file a defensible consent in under 15 minutes in routine cases. Electronic signatures can cut agreement turnaround by up to ~80% in some studies (Forrester TEI — DocuSign eSignature, 2023) — confirm the exact metric before relying on it for internal KPIs. Use that speed to fix the real blockers: fuzzy scope, wrong approvers, and missing exhibits.

Why a tight resolution example matters for growth

Delays usually come from process gaps, not arguments. A consent that reads clearly and points to the right documents prevents rework and investor headaches.

A fast, defensible resolution has three parts: the right approver, clear operative exhibits, and a crisp e‑sign plus filing workflow. Get those three and approval time drops from days to hours — and investor diligence stays quiet. Here’s what nobody mentions: the right template often saves more time than a better negotiation.

Defensible consents cut the redlines that stall financing rounds. They also keep your minute book orderly, which investors notice (in a good way).

See more governance context in the Startup Governance Guide and practical templates in Board Meeting Templates.

Who should sign this resolution example? (60‑second decision tree)

Decide the approver first — they control thresholds, notice mechanics, and filing obligations.

• Equity allocations or dilution → Board approval required; shareholders may also need to sign under protective provisions.
• Charter or article amendments → Shareholder approval required.
• Actions within an already‑approved plan or budget → Officers can act under delegated authority.

Apply RAPID to every consent:

• D (Decider): Board or Shareholders
• R (Recommend): CFO or GC drafts
• A (Agree): Investors when protective provisions apply
• P (Perform): CEO, CFO, or Secretary execute and file
• I (Input): Functional lead (e.g., CTO for SOC 2)

High‑impact, hard‑to‑reverse matters deserve a brief live discussion followed by unanimous written consent. Low‑impact, reversible matters can go straight to written consent.

Startup Governance Guide
Board Meeting Templates

How do you run a written consent in 15 minutes? (workflow)

Step 1: Pick the right template using the decision tree.
Step 2: Attach exhibits and label them A, B, C (term sheet, plan draft, cap table extract, bank forms).
Step 3: Draft a one‑page consent with an effective date and delegation limits. Keep language tight.
Step 4: Route via e‑sign in the correct order (board before shareholders if protective provisions apply). Some startups rely on tools like ImBoard.ai to prewire routing rules, enforce signer order, and preserve the audit trail. That prevents routing errors from turning into diligence delays.
Step 5: File the executed packet to the minute book with the e‑sign audit trail.

Consent packet checklist:

• Resolution PDF with Exhibits A–C
• Cap table extract (if equity is involved)
• One‑page cover summary stating why it matters, the approver, and the deadline
• E‑sign link and minute book folder path

Pro move: Time‑box approvals (e.g., 72 hours) and escalate on day two.

Delaware, UK, Singapore quick‑cards (practical thresholds)

For more insights on this topic, see our guide on Better Limited Liability Company Agreement Template Starts Here.

Delaware C‑Corp quick‑card

Written consents are commonly used; boards typically act by majority unless bylaws or investor agreements require a different threshold. Charter amendments and increases to authorized shares require shareholder approval and a filing with the Secretary of State. Check series‑by‑series voting thresholds for preferred stock before routing.

UK Ltd quick‑card

Directors handle operational items while members handle share allotments and changes to articles. Written resolutions and e‑signatures are generally accepted in the UK; include pre‑emption waivers when allotting shares. Confirm procedural requirements in the company’s articles.

Singapore Pte Ltd quick‑card

Written resolutions are permitted if the constitution allows them; allotments and constitution changes usually require member approval and ACRA filings. E‑signatures are broadly recognized under Singapore’s Electronic Transactions Act. Validate the company constitution and local filing deadlines.

Copy‑paste resolution examples you’ll actually use

Use the drafts below. Adapt bracketed items, attach exhibits, and route for written consent with e‑sign. Best practices for every template: define “non‑material changes” parenthetically, label exhibits in approval order (A, B, C), and include an owner to shepherd the consent to filed.

Option pool increase + plan adoption/refresh (attach plan draft, cap table extract)

BOARD AND SHAREHOLDER WRITTEN CONSENT
OF ACME, INC.
Effective Date: 2025-09-01

Recitals: The Board finds it advisable to adopt the 2025 Equity Incentive Plan (the Plan) and increase the option pool by a specified percentage as detailed in Exhibit A (Plan) and Exhibit B (Cap Table Extract).

Resolved (Board):
1. The Plan in Exhibit A is approved.
2. The number of shares reserved under the Plan is increased as shown in Exhibit A.
3. Officers are authorized to prepare and file any required documents.

Resolved (Shareholders) [if required]:
1. The Plan and share reserve increase are approved.

Effective upon the signatures below. Exhibits A–B attached.

Board Signatures: To be provided by directors.
Shareholder Signatures: To be provided by holders.

SAFE/convertible approval + delegated signing authority (reference term sheet)

BOARD WRITTEN CONSENT
OF ACME, INC.
Effective Date: 2025-09-01

Recitals: The Company intends to issue SAFEs/convertible notes per the term sheet in Exhibit A.

Resolved:
1. The financing via SAFEs/notes substantially in the form attached as Exhibit B is approved on terms consistent with Exhibit A.
2. The CEO and CFO are each authorized to negotiate non-material terms, execute, and deliver related documents.
3. The officers shall update the cap table and minute book.

Exhibits: A (Term Sheet), B (Form of SAFE/Note)
Signatures: Directors/Board Members to be provided.

409A valuation engagement + policy adoption

BOARD WRITTEN CONSENT
OF ACME, INC.
Effective Date: 2025-09-01

Resolved:
1. The Company shall engage Valuation Firm to perform an IRC 409A valuation per the engagement letter in Exhibit A.
2. The Board adopts a 409A policy: refresh valuations at least every 12 months or upon material events.
3. The CFO is authorized to execute the engagement and implement the policy.

Exhibits: A (Engagement Letter)
Signatures: Directors to be provided.

(Other templates include late option ratification, bank account resolution, pricing delegation, SOC 2 budget, and independent director appointment. Keep each template to one page, attach exhibits, define limits, and name an owner.)

Annotated template: what lawyers redline (and how to avoid it)

Lawyers usually redline vagueness and overreach. To avoid that, cite the specific bylaw or plan section that grants authority in the recitals. Use precise numbers, limits, and exhibit references in approvals.

When delegating, name officers, define “non‑material” changes, and set a review date. Always include an effective date to fix grant timing and filing obligations. Add a one‑page officer certificate when counterparties require an official attestation.

Common pitfalls & investor red flags

Investors flag missing exhibits, vague approvals, wrong approvers, no effective date, and overbroad delegations. A common trap: marking “approve financing” without attaching a term sheet.

Fix these red flags with clear scope, attached exhibits, correct thresholds, and narrow delegations. Assume protective provisions matter at Seed and Series A and check them before routing.

Board Meeting Templates

How to make this diligence‑ready (minute book + e‑sign)

A tidy minute book saves rounds and time during diligence. Organize folders as Board, Shareholders, Equity Plan, Banking, and Consents. Name files as “YYYY‑MM‑DD – Board Written Consent – [Topic]” for quick searchability.

Store the executed consent, all exhibits, and any officer certificate together. Export executed packets to PDF/A and preserve the e‑sign audit trail. Keep write access tight and log downloads. Link executed packets into the data room for investor rounds.

For teams that want to automate checklists, exhibit labeling, and minute‑book filing, tools such as ImBoard.ai can prepopulate exhibits, enforce naming conventions, and surface missing attachments before routing—small automation, big time savings.

Ratifications and late grants: cleanups that save closings

If approvals are missing, ratify immediately with precise exhibits listing grants and corrective actions. Confirm 409A implications and use current FMV when re‑issuing awards if ratification is not permitted.

Create an Exhibit A that pulls 12–18 months of grant emails and grant details before routing a ratification. A clear one‑page ratification that lists grants, dates, and corrective actions minimizes investor friction.

Quick scoring: ICE triage for backlog cleanups

Use ICE to prioritize cleanups: score Impact (1–10), Confidence (1–10), and Ease (1–10). Multiply the three scores and rank tasks by total to clear the t

For more insights on this topic, see our guide on Board Of Directors Meetings Guidelines: The Missing Piece.

op five this week.

Focus on items with high impact and high confidence that are easy to fix. Those wins open up headspace for the harder governance work.

FAQ

Q: How long should a written consent take to draft and execute for a simple option pool increase?

A: A simple option pool increase with a plan draft and cap table extract can take under 15 minutes to route via e‑sign in ideal conditions when you use a one‑page consent and labeled exhibits. Confirm the board or shareholder thresholds and signer availability before routing to avoid rework.

Q: Who must approve an amendment to the charter that increases authorized shares?

A: Shareholders must approve charter amendments that increase authorized shares, and the company must file the amendment with the state registrar or equivalent authority. Board approval alone is insufficient for charter amendments in most jurisdictions.

Q: Are electronic signatures valid for written consents in startup jurisdictions?

A: Electronic signatures are widely accepted for written consents in Delaware, the UK, and Singapore, but validity depends on the company’s governing documents and local electronic transactions law. Always confirm the company’s bylaws or constitution allow electronic execution before relying on e‑sign.

Q: What exhibits are essential for a financing consent to pass investor diligence?

A: The essential exhibits for financing consents are a term sheet, a form of the financing instrument, and a cap table extract. Missing any of these commonly triggers investor redlines during diligence.

Q: How do you define “non‑material” changes in delegation language to avoid disputes?

A: Define “non‑material” with measurable thresholds, for example “≤10% price variance and no change to economic terms or risk allocation.” Measurable parenthetical definitions prevent legal teams from interpreting the delegation as overbroad.

Q: What is the fastest way to clean up late option grants discovered during diligence?

A: The fastest cleanup is to prepare a one‑page ratifying resolution listing each late grant, the grant date, and corrective actions, then route it for immediate written consent. Include a cap table extract and grant emails as Exhibits to make the ratification defensible.

Conclusion: use this resolution example and ship approvals faster

For more insights on this topic, see our guide on The D&o Insurance For Startups Myth Thats Costing You.

A copyable resolution example, the 60‑second decision tree, and a 15‑minute e‑sign + minute book workflow turn approvals from a choke point into a predictable operation. Start with the right approver, attach the operative exhibits, box delegation with clear limits, and route with an audit trail.

Do this and you will cut approval cycle time, reduce diligence redlines, and keep deals moving. If you want automation later, specialty board ops tools can prewire the decision tree and routing; the core requirement is a defensible resolution example and a relentless checklist.

Thanks for reading—go get those consents signed.

Startup Governance Guide

A concise companion with governance basics and templates to keep approvals moving smoothly.

Board Meeting Templates

A collection of ready‑to‑use templates for board and shareholder actions, with clear exhibits and routing strategies.

Glossary

• Fiduciary Duty: The legal obligation of board members to act in the best interests of the company and its shareholders, placing those interests above personal gain.
• Written Consent: A formal, documented approval executed outside a live meeting that records the action, effective date, and signatures required by a company’s governance documents.
• Exhibit: A supporting document (for example, a term sheet, plan draft, or cap table extract) attached to a resolution to provide operative detail and prevent ambiguity.
• Minute Book: The official corporate record repository where executed consents, board minutes, charters, and equity documents are stored and indexed for diligence.
• Delegation of Authority: A defined and limited grant of power from the board to officers that specifies scope, measurable limits, and a review or expiration date.
• Protective Provisions: Contractual investor rights that require investor or shareholder consent for specific corporate actions, often triggered at financing rounds.