Check what consent, if any, the certificate or bylaws require before a director is appointed
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the appointment papers, the certificate and the bylaws, list any consent or qualification those documents require, and whether a document matching that requirement is on the file and dated before the appointment. Do not appoint the director.
- What the lawyer must review
- The lawyer decides whether the appointment meets § 141(b) and the certificate and bylaws. Section 141(b) requires a natural person and allows the certificate or bylaws to prescribe other qualifications. It does not require a signed consent to act before appointment, and it does not require that consent to be kept or filed. The lawyer enforces only the consent the corporation's own documents require.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.