Board Of Directors Resolution Form - United States

Board Of Directors Resolution Form for the United States

Board Of Directors Resolution Form Template for United States

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What is a Board Of Directors Resolution Form?

The Board of Directors Resolution Form is a crucial corporate governance document used to memorialize significant company decisions made by the board. Under U.S. corporate law, boards must document their decisions through formal resolutions, which become part of the company's official records. These resolutions can cover various matters including financial decisions, appointment of officers, issuance of shares, or policy changes. The form serves as evidence of proper corporate governance and can be required by banks, regulatory bodies, or other third parties as proof of board authorization. The document must comply with both federal and state corporate laws, as well as the company's bylaws.

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

1. Header Information: Company name, date, time, and location of meeting

2. Attendance Record: List of present and absent board members, confirmation of quorum

3. Resolution Title: Clear statement of the resolution's purpose

4. Recitals: Background information and reasons for the resolution

5. Resolution Statement: The actual resolution being adopted, including specific actions approved

6. Voting Results: Record of the vote count and outcome

7. Certification: Secretary's certification of the resolution's adoption and accuracy

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

1. Whereas Clauses: Additional background information for complex resolutions requiring detailed context

2. Reference to Prior Resolutions: Citations of related previous board decisions when resolution modifies or relates to existing decisions

3. Effective Date: Specific date when resolution takes effect if different from adoption date

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

1. Supporting Documents: Referenced materials and exhibits supporting the resolution

2. Financial Statements: Relevant financial documentation when resolution involves monetary decisions

3. Legal Opinions: External counsel opinions and memoranda for legally complex matters

Authors

Alex Denne

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

Relevant legal definitions

Effective Date

Affiliate
Subsidiary

Clauses

Relevant Industries

Corporate
Financial Services
Technology
Manufacturing
Healthcare

Relevant Teams

Legal
Corporate Governance
Executive Office
Finance
Compliance

Relevant Roles

Board Member
Corporate Secretary
Chief Executive Officer
General Counsel
Chief Financial Officer

Industries

Delaware General Corporation Law: Primary corporate law statute for companies incorporated in Delaware, governing corporate structure, shareholder rights, and board responsibilities

Sarbanes-Oxley Act 2002: Federal law establishing enhanced standards for public company boards, management, and accounting firms, including corporate responsibility and financial disclosure requirements

Securities Exchange Act 1934: Federal law governing secondary trading of securities and requiring periodic reporting for public companies

Securities Act 1933: Federal law requiring registration of securities offerings and detailed financial disclosure to investors

Internal Revenue Code: Federal tax legislation that may affect board resolutions related to financial decisions and tax matters

State Corporation Laws: State-specific laws governing corporate formation, operation, and dissolution in the state of incorporation

State Business Corporation Acts: State-level legislation establishing rules for corporate governance, shareholder rights, and board responsibilities

State Securities Laws: State-specific regulations governing securities offerings and trading within state jurisdiction (Blue Sky Laws)

Articles of Incorporation: Company's founding document establishing basic corporate structure and governance rules that board resolutions must comply with

Corporate Bylaws: Internal rules governing company operation, including board meeting procedures and resolution requirements

Stock Exchange Requirements: Rules and regulations imposed by stock exchanges for listed companies, affecting corporate governance and board decisions

SEC Regulations: Federal securities regulations affecting public company governance, disclosure requirements, and board responsibilities

Industry-Specific Compliance: Regulatory requirements specific to the company's industry sector that may affect board decisions

Quorum Requirements: Minimum number of board members required to be present for valid resolution adoption

Voting Thresholds: Required majority or supermajority votes needed for resolution approval

Notice Requirements: Mandatory notification periods and procedures for board meetings and resolution voting

Recording Requirements: Legal requirements for documenting and maintaining board resolutions and meeting minutes

Signature Requirements: Legal requirements for executing board resolutions, including necessary signatures and certifications

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Unanimous Resolution Of The Board

A U.S. corporate document recording unanimous decisions made by all board members without a formal meeting.

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What is a Board Of Directors Resolution Form?

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

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

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

Authors

Alex Denne

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