This article will show you how to create a written consent for board directors or stockholders and solicit approvals using the create "Board Consent" or create "Shareholder Consent" workflows.
Certain actions require approval by the board of directors and/or stockholders in the form of resolutions. For example, if you offer a new employee a stock grant, that resolution has to be approved by the board of directors. A resolution for a new Stock Incentive Plan requires approval from both the board and stockholders. Resolutions like these often happen automatically during the designated workflow. For example, the "Grant Shares or Options" workflow automatically handles the board and shareholder approvals in that workflow.
However, if you're creating board or shareholder approvals where there is no corresponding workflow (an example would be the approval for a new office lease) then the approvals must be approved via the New Board Consent workflow or New Stockholder Consent workflow, or recorded in the Record Board Meeting Minutes workflow. Also, some Shoobx workflows allow you to select "Use Other Method of Approval" instead of generating the resolution during the workflow, and this resolution will be automatically seeded and available for approval when running the consent/record meeting minutes workflows.
For this example, we will use a Board Consent. The workflow for Stockholder Consent is similar, though an important difference is outlined below.
Remember that most workflows (for example, "Grant Shares" or "Create Convertible Promissory Note") will create the applicable board and shareholder consents directly in that workflow, so there's no need to go through the "Create Board Consent" or "Create Shareholder Consent" workflow as well.
What goes into a consent?
Use this workflow to generate a consent that includes:
1. Shoobx resolutions from pending workflows where "Use Other Method of Approval" was chosen on the Select Method of Approval page, and/or
2. Any additional custom (non-Shoobx) resolutions that are added to the consent
Creating the Consent
The Board and Stockholder Consent workflows are very similar. We will use Board Consents for the example here and will note where the Stockholder Consent workflow diverges.
Navigate to New Board Consent or New Stockholder Consent "+ Start New Workflow" .
Like many other Shoobx workflows, you'll have the option to either create a board consent from scratch (the generative path), upload a signed board consent (the upload path), or upload a drafted, unsigned document and use Shoobx to circulate it for execution.
1. Select the Shoobx-generated resolutions that you would like to include in the written consent or select "Create Resolutions" on the upper right. Drag them above the line (as shown below). The resolutions can be reordered as needed.
Stockholder Consent Only
After the resolutions have been marked approved (above), a stockholder consent gives you the opportunity to select which stockholders you would like to have vote on the consent.
The progress bar indicates the percentage of equity represented by the selected names. A green bar indicates the minimum percentage threshold has been met.
2. Compose the email to the board or stockholders. There is default text but you can customize it. A link to the written consent will be included. Note: you are not sending the email yet. You will have an opportunity to review the consent before it is emailed.
3. Checkpoint. Review the consent and related documents.
When you are satisfied with the documents, click continue.
4. The next step depends on your counsel settings. If review is required, or if it is optional and you check the box, then when you click continue it will go to counsel for review. Counsel must accept the document before you can continue.
If either 1) The consent is not being sent for legal review, or 2) counsel reviewed and accepted the document, then when you click continue, the email will go out to the directors with the link to sign the consent.
5. When all signatures are in, you will be brought to the "Next Steps" page, where you can review the final signed consent. The document will be available in the data room. Any pending Shoobx workflows that were approved in the consent will be released and able to continue to their next step.
If you have any questions regarding creating Board or Stockholders consents in Shoobx, reach out to firstname.lastname@example.org anytime.