Draft a board-committee charter from the certificate and bylaws
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Draft the charter from the certificate and bylaw clauses the lawyer supplies, and leave a blank wherever those documents do not state a power or a limit.
- What the lawyer must review
- Delaware General Corporation Law § 141(c): a corporation incorporated on or after July 1, 1996 is governed by paragraph (c)(2). An earlier corporation is governed by paragraph (c)(1) unless the board elects (c)(2). Under (c)(2), the board may designate one or more committees of one or more directors. To the extent the board resolution or the bylaws provide, the committee may exercise the board's authority in managing the business, but it has no power to approve, adopt or recommend to stockholders an action this chapter requires be submitted to stockholders, other than the election or removal of directors, and no power to adopt, amend or repeal a bylaw. Under (c)(1), a designation is by a resolution of a majority of the whole board, and a committee has no power to amend the certificate of incorporation, subject to the share-terms exception that cites § 151(a), and no power to declare a dividend, authorize the issuance of stock, or adopt a certificate of ownership and merger under § 253. You read the paragraph that applies, and § 151(a) if you rely on the exception, before the charter is used. This is Delaware. Other states differ.
- Written for / version
- United States versionUSAU
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording. Confirm 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
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- 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.