Board Resolution: build a starting draft free, or have me draft the one that survives diligence

Section 310(a) opens by saying a transaction between the corporation and an interested director is not void or voidable merely because the director is a party or was present at the meeting, if one of three things is true. Paragraph (1) is shareholder approval after full disclosure, “with the shares owned by the interested director or directors not being entitled to vote thereon.” Paragraph (2) is board approval where “the material facts as to the transaction and as to such director’s interest are fully disclosed or known to the board or committee,” the board approves in good faith “by a vote sufficient without counting the vote of the interested director or directors,” and the transaction is just and reasonable to the corporation at the time. Paragraph (3) is the fallback, and it is the expensive one: the person asserting validity carries the burden of proving the transaction was just and reasonable.

Verified against Corporations Code section 310 at leginfo.legislature.ca.gov on 2 August 2026 (amended by Stats. 1976, ch. 641; leginfo prints no separate effective-date clause for this section).

Three provisions have to be read together and people usually read one. Section 307(a)(7) sets the quorum: a majority of the authorized number of directors, and the articles or bylaws may not set it below one-third the authorized number or two, whichever is larger, unless the authorized number is one. Section 307(a)(8) sets the vote: an act or decision by a majority of the directors present at a meeting at which a quorum is present is the act of the board, expressly “subject to the provisions of Section 310,” and the bylaws may not require less than a majority of those present. Then section 310(c) adds the part that surprises founders: “Interested or common directors may be counted in determining the presence of a quorum.”

Verified against Corporations Code sections 307 and 310 at leginfo.legislature.ca.gov on 2 August 2026. Section 307 as amended by Stats. 2015, ch. 98 (SB 351), effective January 1, 2016.

Section 307(b) allows board action without a meeting “if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum.” Both halves matter, and the second half is routinely missed: a board with vacancies below the quorum threshold cannot act by consent at all. Since a 2015 amendment, the section also builds an express path for interested-director transactions. An interested director who abstains in writing still counts as one of “all members of the board” if the section 310 disclosures were made to the noninterested directors before they signed, those disclosures are conspicuously included in the consent the noninterested directors execute, and those directors approve by a vote sufficient without counting the interested votes.

Verified against Corporations Code section 307(b) at leginfo.legislature.ca.gov and 8 Del. C. section 141(f) at delcode.delaware.gov on 2 August 2026.

If you are a Delaware corporation, the section your template is quoting may no longer exist in that form. Section 144 was replaced by Senate Substitute No. 1 for Senate Bill No. 21, 85 Del. Laws, c. 6, approved March 25, 2025, which by its own terms applies to acts and transactions occurring before, on, or after enactment, except for actions or proceedings completed or pending, or books-and-records demands made, on or before February 17, 2025. Three changes matter for drafting. The consequence is no longer that the transaction is protected from being “void or voidable”; the current text says the act or transaction “may not be the subject of equitable relief, or give rise to an award of damages” against a director or officer. The section now covers officers, not just directors. And the approval standard under section 144(a)(1) is the affirmative votes of a majority of the disinterested directors then serving, “in good faith and without gross negligence,” even though the disinterested directors be less than a quorum, with a mandatory committee of two or more disinterested directors where a majority of the board is not disinterested.

Verified against the current text at delcode.delaware.gov and against the official session law, 85 Del. Laws, c. 6 (Senate Substitute No. 1 for Senate Bill No. 21), at legis.delaware.gov, on 2 August 2026.

Most resolutions carry no personal risk for the directors who vote for them. A short list does. Corporations Code section 316(a) makes directors who approve any of three things jointly and severally liable to the corporation: making a distribution to shareholders to the extent it is contrary to sections 500 to 503; distributing assets to shareholders after dissolution proceedings begin without paying or adequately providing for all known liabilities; and making a loan or guaranty contrary to section 315. A dividend resolution and a founder-loan resolution are therefore not routine paperwork, and they are exactly the two the generator below will happily produce on request.

Verified against Corporations Code sections 316 and 317 at leginfo.legislature.ca.gov on 2 August 2026. Section 316 as amended by Stats. 1994, ch. 1064, effective January 1, 1995; section 317 as amended by Stats. 1995, ch. 154, effective January 1, 1996.