· Consents for Board or Stockholders

Introduction

This article will show you how to create a written consent for board directors or stockholders and solicit approvals using the Board Consent and Stockholder Consent workflows.

Certain actions require approval by the board of directors and/or stockholders in the form of resolutions. For example, a resolution for a new Stock Incentive Plan requires approval from both the board and stockholders.

Many of the workflows allow for the necessary resolutions to be generated and sent for approval when running the workflow. For example, the Grant Shares or Options workflow allows you to generate or upload the necessary board and stockholder approvals in that workflow. You can also select to Approve in a Separate Workflow instead of generating the consent during a workflow. This resolution will be automatically seeded and available for approval when running the consent or record meeting minutes workflows at a later time. If you generate the consents as part of the workflow, there is no need to run the consent workflows separately.

If you need to create a board or stockholder approval where there is no corresponding workflow (for example, the approval for a new office lease) then the resolution can be approved via the Board Consent workflow or Stockholder Consent workflow, or recorded in the Record Board Meeting Minutes workflow.

Creating the Consent

The Board and Stockholder Consent workflows are very similar. In this article we will use generative Board Consent workflow as an example and will note where the Stockholder Consent workflow diverges.

1. From the Company Workspace, click Start a New Workflow and click on Board Consent, located in the Governance section. 
2. Select which option on how to continue with the consent workflow. There are three options: a generative path that will guide you through creating and executing the consent, an option to upload a drafted consent to send out for signature, or to record a previous consent signed outside of the platform. 
   
3. Any previously generated resolutions awaiting approval will display. Click Create Resolutions to add a custom resolution. Drag the resolutions to include in the consent by dragging them above the Approving/Not Approving line. Reorder the resolutions as needed. Note that any resolutions below the Approving/Not Approving line will remain pending and available to be included by running this workflow again. 
   
4. For the Stockholder Consent workflow, after the resolutions have been marked approved, select which stockholders will 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.
5. Before continuing, review the included documents and edit the resolutions as needed. You can customize the email that is sent to the board members. Once you are ready to proceed, click Continue. 
6. Once all signatures have been gathered you will receive an email notification. The consent will be available in the Data Room. Any pending workflows awaiting approval can now continue. 

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Screenshots are for illustrative purposes only.

Fidelity provides cap table management and other administrative services to private companies and their equity compensation plans.

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