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Resolution Document From Board Of Directors for the United States

Resolution Document From Board Of Directors Template for United States

A Board of Directors Resolution is a formal document that records decisions made by a company's board of directors. Under U.S. corporate law, these resolutions serve as official records of major corporate decisions and are legally binding on the company. The document must comply with federal securities laws, state corporate laws, and the company's own bylaws. It typically includes the date, location, attending directors, specific resolutions passed, and required signatures.

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Resolution Document From Board Of Directors

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What is a Resolution Document From Board Of Directors?

A Resolution Document From Board Of Directors is a crucial corporate governance tool used to document significant company decisions and actions. It's required under U.S. corporate law when boards make important decisions such as issuing shares, appointing officers, approving major transactions, or changing company policies. The document provides legal protection and serves as evidence of the board's fulfillment of its fiduciary duties. These resolutions must adhere to both federal and state regulations, as well as the company's bylaws and articles of incorporation.

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

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

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

3. Recitals: Background information and context for the resolution

4. Resolution Statement: The formal decision(s) being made, usually starting with 'RESOLVED THAT'

5. Voting Record: Record of how the vote was conducted and its outcome

6. Authentication: Signatures of authorized officers (typically Secretary and/or Chairman)

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

1. Whereas Clauses: Additional background information, used when complex context is needed

2. Further Resolutions: Additional related decisions, used when multiple actions are being authorized

3. Delegation of Authority: Specific authorizations to officers/employees, used when implementation requires specific delegations

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

1. Supporting Documents: Relevant financial statements, reports, or analyses referenced in the resolution

2. Meeting Minutes: Full minutes of the meeting where resolution was passed, if separate from main resolution

3. Legal Opinions: Any legal opinions or certificates relied upon in making the resolution

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 public company requirements, including disclosure obligations and reporting requirements for publicly traded companies

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards, internal controls, and financial disclosure requirements for public companies

Dodd-Frank Act: Comprehensive financial reform legislation affecting corporate governance, executive compensation, and disclosure requirements

Federal Tax Code: Internal Revenue Code requirements affecting corporate decisions, transactions, and reporting obligations

State Corporation Laws: State-specific legislation governing corporate formation, operation, and governance (varies by state of incorporation)

Articles of Incorporation: Company's founding document that outlines basic corporate structure and governance requirements

Corporate Bylaws: Internal rules governing company operation, including board meeting requirements, voting procedures, and corporate authority

Stock Exchange Requirements: Listing requirements and corporate governance standards imposed by stock exchanges for publicly traded companies

SEC Regulations: Securities and Exchange Commission rules governing corporate disclosure, reporting, and governance for public companies

Meeting Requirements: Legal standards for notice periods, quorum requirements, and voting thresholds for board meetings and resolutions

Record-Keeping Requirements: Legal obligations for maintaining corporate records, meeting minutes, and documentation of board decisions

Industry-Specific Regulations: Sector-specific compliance requirements and regulatory frameworks that may affect board decisions and corporate governance

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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