---
title: "Draft board consents and resolutions from the meeting papers"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-board-resolutions-and-minutes-from-the-meeting-papers/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-T1-R9-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Draft board consents and resolutions from the meeting papers

> Draft written consents and resolutions that track the decisions in the meeting papers the lawyer supplies, and list every director who must consent.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-board-resolutions-and-minutes-from-the-meeting-papers/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 written consents and resolutions that track the decisions in the meeting papers the lawyer supplies, and list every director who must consent. |
| What the lawyer must review | Under Delaware General Corporation Law § 141(f), action that could be taken at a board or committee meeting may be taken without a meeting if all members consent in writing or by electronic transmission, unless the certificate of incorporation or the bylaws restrict that path. A consent timed for the future is effective no later than 60 days after the instruction, and only if the person is then a director and has not revoked. Read the certificate and the bylaws, and confirm every required consent, before anyone signs. Other states use their own business-corporation statute. |
| Written for | United States |
| Applies to | [Draft board resolutions and minutes from the meeting papers](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-board-resolutions-and-minutes-from-the-meeting-papers.md) |

## Checking plan

- What the AI does: Draft written consents and resolutions that track the decisions in the meeting papers the lawyer supplies, and list every director who must consent.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 141(f) is unanimous consent, not a majority minute. Do not drop a director to make a consent look complete.
- A non-Delaware corporation is not governed by § 141. Open that state's statute.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter IV, § 141 (board; action without a meeting)](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)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Delaware board action by unanimous written consent](https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-board-written-consent.md) | Other | Yellow | Unanimous written consent for the board of a Delaware corporation, under DGCL § 141(f). Every director, or every member of the committee, must consent. The certificate and bylaws are read first. |

Signed-in accounts can read the full text of each one.

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