Written Consent Resolution Template
Not legal advice. Some boards may act by unanimous written consent under their bylaws or statute. This draft is a working starting point, not an ASPA engine and not a legal opinion.
Resolution (fill brackets)
Action by written consent of the Board of Directors of [ORG NAME]
Date circulated: [DATE]
The undersigned, being all of the directors entitled to vote on the matter (or as many as bylaws require for written consent), adopt the following resolution without a meeting:
RESOLVED, that the Board approves [ACTION IN ONE SENTENCE], substantially in the form of the materials circulated with this consent dated [PACKET DATE].
RESOLVED FURTHER, that the [Chair / Secretary / Officers] are authorized to take the steps reasonably necessary to carry out this resolution, including [FILING / SIGNING / NOTIFYING], and to attach evidence of completion to the corporate record.
Signature block
| Director name | Signature | Date | Consent / withhold |
|---|---|---|---|
Certification (secretary)
I certify that the foregoing written consent was circulated on [DATE], that the signatures above are those of the directors indicated, and that this consent is entered in the minute book / board record on [DATE].
Secretary: ______________________ Date: __________
Checklist before you circulate
- Bylaws (or counsel) allow action by written consent for this kind of matter.
- The packet attached to the consent is the same packet directors will sign against.
- Recusals, if any, are handled before counting consents.
- You have a plan to file the executed consent with minutes or the decision record.
See it in Prepared Board
Prepared Board supports a consent agenda, written-consent certification paths, and decision records on seeded demos. There is no ASPA written-consent engine and no statutory opinion — Prepared does not decide whether your board may act without a meeting. Outbound email is not live in the demo.
Piscataqua Harbor Trust (seeded demo): pick it at Try a board, or sign in as a sample board (see /sample-decision) (password on /facts). Open Decisions → Approve the minutes of the Spring Board (PHT-2026-04).
Verified in the seed:
- Procedure: unanimous written consent; outcome adopted; spring meeting minutes status APPROVED and linked to this decision.
- Resolution text: Resolved, that the minutes of the Spring Board — Spruce Creek easement are approved as circulated by the Clerk.
- Four signed in June (Signed the June circulation). Hannah Brooks was not yet seated.
- Pack (public, fall): /pack/demo-pack-piscataqua-fall.
Machine-readable limits: /agent-facts.json (ASPA is not implemented; quorum is a seat count, not a statutory opinion). Facts: /facts.
Related practice
- Printable companion: Minutes approval checklist
- How-to: How to approve board minutes by written consent
- Thought leadership: Written consent when the board is not in the room