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Resolution Of Resignation Of Director for the United States

Resolution Of Resignation Of Director Template for United States

A Resolution of Resignation of Director is a formal corporate document that officially records and accepts a director's resignation from a company's board. Under U.S. corporate law, this document serves as an official record of the change in board composition and typically includes the effective date, terms of resignation, and any transition arrangements. It must comply with both federal requirements and state-specific corporate laws, particularly in states like Delaware where many companies are incorporated.

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Resolution Of Resignation Of Director

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What is a Resolution Of Resignation Of Director?

A Resolution of Resignation of Director is a crucial corporate governance document used when a board member steps down from their position. This resolution formally documents the resignation, establishing a clear record for corporate minutes and regulatory filings. It's particularly important in the United States where both federal regulations (such as SEC requirements for public companies) and state corporate laws govern board changes. The document typically includes the resignation's effective date, acknowledgment of receipt, acceptance of the resignation, and any relevant transition arrangements. It serves as official evidence of the board change for legal and regulatory purposes, and may be required for filing with state authorities or the SEC.

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

1. Header Information: Company name, date, meeting type (board/shareholders), and resolution number

2. Attendance Record: List of present directors/shareholders and quorum confirmation

3. Resolution Statement: Formal acknowledgment of director's resignation including director's name and position

4. Effective Date: Specific date when resignation takes effect

5. Signature Block: Signatures of authorized officers/corporate secretary

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

1. Transition Arrangements: Details of handover process and timeline for transferring responsibilities

2. Continuing Obligations: Reference to ongoing confidentiality and non-compete obligations that survive resignation

3. Appointment of Replacement: Details of replacement director if immediate appointment is being made

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

1. Resignation Letter: Copy of the original resignation letter from the departing director

2. Board Meeting Minutes: Minutes of the board meeting where resignation was discussed and accepted

3. Required Regulatory Forms: Copies of filed regulatory forms such as Form 8-K for public companies

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 that governs the secondary trading of securities and regulates disclosure requirements for public companies, particularly relevant for director changes in publicly traded companies

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate accountability standards, affecting director responsibilities and resignation procedures in public companies

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

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate operations, director duties, and resignation procedures

Articles of Incorporation: Company's founding document that may contain specific provisions regarding director resignations and board composition

Company Bylaws: Internal rules governing company operations, including procedures for director resignations and appointments

Shareholders' Agreements: Contracts between shareholders that may contain provisions affecting director appointments and resignations

Fiduciary Duties: Legal obligations of directors including duty of care and loyalty, which remain relevant during the resignation process

Notice Requirements: Legal and corporate requirements for providing notice of director resignation to relevant parties and authorities

Contractual Obligations: Related agreements such as employment contracts, non-compete clauses, and confidentiality agreements that may affect the resignation process

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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