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Board Of Directors Corporate Resolution for the United States

Board Of Directors Corporate Resolution Template for United States

A Board of Directors Corporate Resolution is a formal document that records decisions made by a corporation's board of directors. Under U.S. corporate law, these resolutions serve as official records of major corporate actions and decisions, carrying legal weight and often being required for various corporate transactions, changes in operations, or regulatory compliance. The document must comply with both federal regulations and state-specific corporate laws where the company is incorporated.

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Board Of Directors Corporate Resolution

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What is a Board Of Directors Corporate Resolution?

A Board Of Directors Corporate Resolution is essential for documenting significant corporate decisions in the United States. This formal document is required when the board makes important decisions about corporate affairs, such as approving contracts, authorizing financial transactions, appointing officers, or making structural changes to the organization. The resolution must comply with federal securities laws, state corporation laws, and the company's bylaws. It serves as legal evidence of board decisions and is often required by banks, government agencies, and other institutions as proof of corporate authorization.

What sections should be included in a Board Of Directors Corporate Resolution?

1. Header: Company name, date, and resolution identifier

2. Title: Clear identification as Board Resolution

3. Recitals: Background information and context for the resolution

4. Resolution Statement: The actual decision being made, starting with 'RESOLVED'

5. Voting Record: Record of how the board voted

6. Certification: Secretary's certification of the resolution's authenticity

What sections are optional to include in a Board Of Directors Corporate Resolution?

1. Further Resolutions: Additional related decisions, used when multiple connected matters are being resolved

2. Authorization Details: Specific implementation details, used when resolution requires specific actions

3. Effective Date: If different from meeting date, used when resolution takes effect at a future date

What schedules should be included in a Board Of Directors Corporate Resolution?

1. Meeting Minutes: Full minutes of the board meeting where resolution was passed

2. Supporting Documents: Any referenced materials that support the resolution

3. Voting Record Detail: Detailed breakdown of individual votes if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Document Type

Board Resolution

Cost

Free to use
Clauses





















Industries

Securities Exchange Act 1934: Federal law governing securities trading and requiring specific disclosures for publicly traded companies. Key consideration for public company board resolutions.

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards, including requirements for board actions and internal controls in public companies.

Dodd-Frank Act: Wall Street Reform and Consumer Protection Act affecting corporate governance, executive compensation, and disclosure requirements.

Internal Revenue Code: Federal tax regulations that may impact board decisions and resolutions, particularly regarding financial matters and compensation.

State Corporation Laws: State-specific laws governing corporate operations, such as Delaware General Corporation Law, which set requirements for board actions and corporate governance.

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities, which may affect board decisions regarding stock issuance.

Stock Exchange Requirements: Listing requirements from exchanges like NYSE or NASDAQ that set specific corporate governance standards for listed companies.

SEC Regulations: Securities and Exchange Commission rules governing public company operations, disclosures, and board responsibilities.

Articles of Incorporation: Company's founding document that establishes basic corporate governance rules and must be considered in board resolutions.

Company Bylaws: Internal rules governing company operations, including specific requirements for board meetings and resolution procedures.

Industry Regulations: Sector-specific requirements from regulatory bodies like FDA, FCC, or others that may affect board decisions.

Meeting Documentation Requirements: Legal requirements for documenting board meetings, including minutes, voting procedures, quorum requirements, and record-keeping obligations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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