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.
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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
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
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
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