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Run a board consent
Generate a Unanimous Written Consent of the Board from typed actions, route it to every director, persist resolutions to the minute book.
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Generate a Unanimous Written Consent of the Board from typed actions, route it to every director, and persist the resulting resolutions to the minute book.
Trigger
The board needs to act and you don't want to schedule a meeting.
Call sequence
1. Compose the consent
POST /v1/board_consents
{ entity, actions: [{ kind: 'approve_option_grant', grant }] }2. Send signature requests
POST /v1/signing_envelopes { document: doc_…, signers: directors }3. On signed: resolutions persist automatically.
// Subscribe to board_consent.signedIdempotency
Consent creation is idempotent on `(entity, actions[].hash)`. Replaying on a signed consent returns the original.
Webhooks
| Event | Description |
|---|---|
board_consent.created | Consent is in pending. |
board_consent.signed | All directors signed; resolutions are recorded in the minute book. |
Errors
| Status | Code | Description |
|---|---|---|
422 | no_directors_on_record | Appoint at least one director before issuing a consent. |
Related
Template binding
The Resolution.kind determines the template. Substance-specialized
templates exist for the common kinds (option_plan_adoption,
grant_approval, 409a_adoption, priced_round_authorisation,
bylaws_amendment, etc.); free-form consents use the general template.
The rendered Document carries template_id and provenance: matter_generated. For free-form consents, the kind_hint value (e.g.
authorize_distribution) writes back to the underlying Resolution.kind
for downstream classification.
Variations
Some kinds (e.g. dissolution) require unanimous board consent. Pass
signature_threshold: "unanimous". The resolution.signed event fires
only when all directors counter-sign.
{
"entity_id": "ent_Nq3KcAbc",
"kind": "bylaws_amendment",
"subject": "Amend bylaws to expand board to 5 seats",
"parameters": {"new_board_size": 5, "effective_date": "2026-05-01"},
"signature_threshold": "unanimous"
}Some boards prefer to discuss before signing. Use delivery.channel: "preview" to render the consent without dispatching signature requests;
the document remains in awaiting_signature. Open the envelope when
ready:
curl -X POST https://api.mattermode.com/v1/signing_envelopes/sigen_…/dispatch \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)"After a Valuation is issued, the board adopts it. The workflow
auto-injects the valuation report as an exhibit on the consent.
{
"entity_id": "ent_Nq3KcAbc",
"kind": "409a_adoption",
"subject": "Adoption of Q2 2026 409A Valuation",
"parameters": {
"valuation_id": "val_Q2_2026",
"fair_market_value_per_share": "0.42"
},
"signature_threshold": "majority"
}For any Resolution.kind not covered by a substance-specialized template
(e.g. authorize_distribution, dissenters_rights_waiver,
benefit_plan_adoption, registered_agent_appointment), pass
template_id: matter:board_consent:general:2026-04-26 and supply the
consent's substance directly via cover_page_fields:
{
"entity_id": "ent_Nq3KcAbc",
"kind": "written_consent",
"subject": "Authorize quarterly distribution to common stockholders",
"template_id": "matter:board_consent:general:2026-04-26",
"cover_page_fields": {
"subject": "Authorize quarterly distribution to common stockholders",
"recitals": [
"WHEREAS, the Corporation has accumulated surplus available for distribution under DGCL §170;",
"WHEREAS, the Board has reviewed the Corporation's solvency and post-distribution capital position and determined the distribution is appropriate."
],
"resolved_clauses": [
"RESOLVED, that the Corporation declare a cash distribution of $0.10 per share of common stock outstanding as of the record date set forth below.",
"RESOLVED FURTHER, that the record date for the distribution shall be 2026-05-15 and the payment date shall be 2026-05-31.",
"RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and directed to take all such further actions as may be necessary or desirable to effect the foregoing."
],
"effective_date": "2026-04-30",
"kind_hint": "authorize_distribution"
},
"signature_threshold": "majority"
}Related
- Run a stockholder consent — the stockholder analog
- Resolutions endpoint — primitive
- Adopt an equity plan — uses
option_plan_adoptionconsent - Refresh a 409A — uses
409a_adoptionconsent