A casualty of the fourth edition of A Manual of Style for Contract Drafting was what had been chapter 20 of the third edition, entitled “Drafting Corporate Resolutions.” I figured that the book had gotten big enough that that chapter, which doesn’t have anything to do with contracts, would be clutter.
But that chapter is a good example of what I do. I took a topic that had essentially never been addressed—how to draft corporate resolutions clearly—and I gave it the sort of comprehensive treatment that no one ever would have given it. I’ve long thought it a pity it was no longer available, so I’ve exhumed it. Go here.
Well, it’s not quite accurate to say that no one had ever addressed this topic. I had, in a 2002 article for Practical Lawyer, here. It was superseded by the MSCD chapter.
I was prompted to do this post by a reader who told me that the link to the Practical Lawyer article was dead. After I sent him the MSCD chapter, he said, “I was working off templates from Practical Law, and as you can imagine, they are littered with legal mumbo-jumbo. And I did not do as good of a job simplifying the language as you did.”
But in the after version, ditch the first-line indent of the first paragraph and the concluding clause—first-line indent was another casualty of the fourth edition, and good riddance!
The problem with putting recitals before the lead in is that you may have resolutions dealing with several unrelated background facts. Easier to have one lead in, then background facts with the appropriate resolutions