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Board Resolution Document for the United States

Board Resolution Document Template for United States

A Board Resolution Document is a formal written record of decisions made by a company's Board of Directors. Under U.S. corporate law, these documents serve as official evidence of board actions and are typically required for major corporate decisions, including but not limited to financial transactions, officer appointments, and policy changes. They must comply with federal and state corporate laws, as well as the company's bylaws.

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What is a Board Resolution Document?

A Board Resolution Document is a crucial corporate governance tool used to document significant decisions made by a company's Board of Directors. These resolutions are required by U.S. law for various corporate actions, from routine matters like opening bank accounts to major decisions such as mergers and acquisitions. The document must follow specific formatting requirements and include essential elements such as the resolution date, company details, specific decisions made, and appropriate signatures. It serves as legal evidence of board actions and may be required by third parties such as banks, government agencies, or business partners.

What sections should be included in a Board Resolution Document?

1. Title and Date: Formal title of the resolution and date of adoption

2. Recitals: Background information and context for the resolution, typically starting with 'WHEREAS' clauses

3. Resolution Statement: The formal 'BE IT RESOLVED' statements containing the board's decisions

4. Certification: Statement certifying the resolution's validity, typically signed by Secretary or other authorized officer

What sections are optional to include in a Board Resolution Document?

1. Further Resolved Clauses: Additional resolutions related to implementation or subsidiary matters - used when multiple related decisions need to be documented

2. Delegation of Authority: Specific authorization for officers to execute the resolution - used when implementation requires specific officer actions

What schedules should be included in a Board Resolution Document?

1. Supporting Documentation: Relevant materials referenced in the resolution (e.g., contracts, reports)

2. Voting Record: Record of how board members voted, if required by bylaws

3. Meeting Minutes Extract: Relevant portion of board meeting minutes where resolution was adopted

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

Corporate Laws: Including Delaware General Corporation Law (if applicable), state-specific corporate laws where the company is incorporated, and Model Business Corporation Act provisions as adopted by various states

Federal Securities Laws: Key regulations for publicly traded companies including Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act 2002, and Dodd-Frank Wall Street Reform and Consumer Protection Act

Corporate Governance Requirements: Stock exchange listing requirements (NYSE/NASDAQ rules if applicable), state-specific corporate governance regulations, and company's bylaws and articles of incorporation

Industry-Specific Regulations: Sector-specific requirements such as banking regulations, healthcare regulations, or other industry-specific compliance requirements that may affect board decisions

Internal Requirements: Company-specific requirements including quorum requirements, voting thresholds, notice requirements, and record-keeping obligations

Tax Considerations: Internal Revenue Code provisions, state tax laws, and potential tax implications of board decisions that need to be considered

Employment Laws: Federal and state employment laws and labor regulations, particularly relevant if the resolution involves personnel matters

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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