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Resolution For Director Resignation for the United States

Resolution For Director Resignation Template for United States

A Board Resolution for Director Resignation is a formal document that officially records and implements a director's decision to resign from their position on a company's board. In the United States, this document must comply with federal securities laws for public companies and state-specific corporate laws. It serves as official documentation of the board's acceptance of the resignation and typically includes the effective date, any transition arrangements, and necessary regulatory notifications.

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Resolution For Director Resignation

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What is a Resolution For Director Resignation?

A Resolution for Director Resignation is essential when a board member steps down from their position. This document is required under U.S. corporate governance practices and state laws to formally acknowledge and implement the resignation. It should detail the effective date, any transition arrangements, and continuing obligations. For public companies, additional SEC filing requirements may apply. The resolution serves as official record-keeping and helps ensure smooth leadership transitions while maintaining corporate compliance.

What sections should be included in a Resolution For Director Resignation?

1. Title and Date: Identifies document as board resolution and date of adoption

2. Company Details: Legal name and registration details of the company

3. Recitals: Background information including director's intent to resign

4. Resolution Statement: Formal acceptance of resignation

5. Effective Date: Date when resignation takes effect

6. Certification: Secretary's certification of resolution adoption

What sections are optional to include in a Resolution For Director Resignation?

1. Transition Arrangements: Details of handover process and transition plan for key responsibilities

2. Continuing Obligations: Specification of ongoing confidentiality or non-compete obligations post-resignation

3. Appreciation Statement: Formal acknowledgment and appreciation of director's service to the company

What schedules should be included in a Resolution For Director Resignation?

1. Director's Resignation Letter: Original resignation letter submitted by the departing director

2. Board Meeting Minutes: Minutes recording the passage of the resolution

3. Regulatory Filings: Copies of required regulatory notifications and filings

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, relevant if the company is publicly traded

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards for public companies, including requirements for director changes

Form 8-K Requirements: SEC filing requirements for public companies to report material events including director resignations within specified timeframes

State Corporation Laws: State-specific laws governing corporate operations and management changes (e.g., Delaware General Corporation Law)

State Business Corporation Acts: Comprehensive state legislation governing formation, operation, and dissolution of corporations, including director changes

Articles of Incorporation: Company's foundational document that may contain specific requirements for director resignations and board composition

Corporate Bylaws: Internal rules governing company operations, including procedures for director resignations and replacements

Corporate Governance Policies: Company-specific policies outlining requirements and procedures for board changes and transitions

Board Committee Charters: Documents governing board committee operations that may be affected by director resignation

Notice Requirements: Mandatory notification periods and procedures for director resignations

Quorum Requirements: Minimum number of directors required for valid board actions and meetings

Voting Requirements: Specific voting thresholds needed for accepting director resignations and related actions

Timing Requirements: Mandatory timeframes for resignation effectiveness and related corporate actions

Filing Obligations: Required governmental and regulatory filings related to director resignations

Succession Planning: Requirements and procedures for managing board composition after resignation

Signature Requirements: Formal execution requirements for resignation documents and corporate resolutions

Continuing Obligations: Ongoing responsibilities and liabilities of resigning directors post-resignation

Confidentiality Requirements: Ongoing confidentiality obligations and information protection requirements for resigning directors

Regulatory Notifications: Required notifications to regulatory bodies, stock exchanges, or other oversight entities

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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