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.
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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
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
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
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