A Board Resolution Appointing Officers is a crucial corporate governance document used when a company needs to formally appoint or replace its officers. This resolution demonstrates that proper corporate procedures were followed in making these appointments and provides official documentation of the board's decisions. The document typically specifies the appointed individuals' names, positions, and responsibilities, and may include details about their authority to act on behalf of the corporation. In the United States, these resolutions must comply with both state corporate laws and the company's bylaws, and they form an essential part of the corporate record.
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1. Header: Company name, date, and type of resolution
2. Recitals: Background information establishing the board's authority to act
3. Resolution Statement: Formal statement of the board's decision to appoint officers
4. Officer Appointments: Specific appointments with names, titles, and effective dates
5. Authorization: Authorization of necessary actions to implement appointments
6. Certification: Secretary's certification of the resolution's adoption
1. Compensation Terms: Include when officer compensation is being established in same resolution
2. Removal of Previous Officers: Include when replacing existing officers
3. Special Authorizations: Include when officers need specific powers or authority
1. Schedule of Officers: Detailed list of appointed officers with full titles and responsibilities
2. Compensation Schedule: If applicable, details of compensation packages
3. Authority Matrix: Optional schedule detailing specific powers granted to each officer
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