---
title: "Draft a board-committee charter from the certificate and bylaws"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-board-audit-or-risk-committee-charter-from-the-constitution/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-T1-R11-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Draft a board-committee charter from the certificate and bylaws

> 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.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-board-audit-or-risk-committee-charter-from-the-constitution/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Draft a board, audit or risk-committee charter from the constitution](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-board-audit-or-risk-committee-charter-from-the-constitution.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Do not copy a paragraph (c)(1) limit into a charter for a corporation governed by paragraph (c)(2), or the reverse.
- The charter cannot give a committee a power the applicable paragraph withholds.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter IV](https://delcode.delaware.gov/title8/c001/sc04/) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*