Governance

Last updated Jun 14, 2026

What lives here

The cascade pattern

Most governance actions cascade three artifacts:

1. A Resolution (res_*) capturing who authorized what, when, and on what authority.
2. A Document (doc_*) of the appropriate type — officer_change_consent, director_change_consent, board_consent, written_consent, etc.
3. An AuditEntry (aud_*) recording the effective date and the actor.

Downstream effects (a charter amendment filing for a name change, an RA re-confirmation for the same, a cap-table snapshot after authorized-share increases) flow from the cascading Resolution.

changeOfficer
  ├─ Resolution (kind: officer_change, variant: board_consent | sole_director | joint_director)
  │   └─ authorizes_documents: [doc_officerChangeConsent]
  ├─ Document (officer_change_consent)
  │   └─ template_id: matter:officer_change_consent:2026-04-26
  └─ AuditEntry

Officer and director changes

Officers and directors are tracked as Stakeholder records on the entity. Adding or removing them is a governance action because it requires the appropriate authority:

• Officer changes — board consent (or sole-director consent for one-founder C-Corps).
• Director changes — action of stockholders (typical for outside directors in a priced round) or sole-director consent (for the initial slate).

The authority field on changeDirector drives which Resolution kind cascades.

Name changes and authorized-share increases (charter amendments)

Both changeEntityName and increaseAuthorizedShares are charter amendments under DGCL §242 — they require both board and stockholder consent in most cases, then a certificate_of_amendment filing with the Delaware Secretary of State. Matter cascades all three:

changeEntityName
  ├─ Resolution (kind: transaction_authorisation, variant: board_consent)
  │   └─ Document (board_consent)
  │       └─ template_id: matter:board_consent:charter_amendment:2026-04-26
  ├─ Resolution (kind: transaction_authorisation, variant: stockholder_consent)
  │   └─ Document (written_consent)
  │       └─ template_id: matter:written_consent:charter_amendment:2026-04-26
  ├─ Document (certificate_of_amendment)
  ├─ Filing (certificate_of_amendment with DE)
  └─ AuditEntry

Authorized-share increases additionally trigger a CapTableSnapshot post-amendment so the pre-issuance and post-issuance views are reconcilable.

Common operations

Authorization linkage

Filings, CorporateTransactions, Rounds, Convertibles, Grants (when amended), and IndemnificationAgreements all carry authorizing_resolution_id — a forward reference back to the Resolution that authorized them. Resolutions, in turn, carry forward references (authorizes_filings, authorizes_agreements, authorizes_grants) so the audit trail is queryable from either direction.

This linkage is load-bearing for due diligence: every state-filing artifact, every grant, every indemnification can be traced back to the authorizing consent in one query.

Consent-template catalog

Every Resolution Document rendered by a governance cascade picks from the v1 governance template catalog (22 rows). The cascade picks the template by matching Document.type to Template.kind and Resolution.kind (or Resolution.subject) to the template's authorized scope. The mapping for the most common cascades:

The two :general: rows are the only consent templates with a non-null cover_page_field_schema; callers supply recitals[], resolved_clauses[], and effective_date directly. All other rows derive substance from the linked resource and entity state. See conventions: templates for the provenance rules.