Board Meeting Resolution for the United Kingdom

Board Meeting Resolution Template for United States

A Board Meeting Resolution is a formal document that records decisions made by a company's Board of Directors during official meetings. Under U.S. corporate law, these resolutions serve as legal records of board decisions and are typically required for major corporate actions, including financial decisions, officer appointments, and strategic initiatives. The document must comply with both federal regulations and state-specific corporate laws, particularly in the state where the company is incorporated.

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What is a Board Meeting Resolution?

A Board Meeting Resolution is a crucial corporate governance document used to formally document decisions made by a company's Board of Directors. These resolutions are required by U.S. corporate law to memorialize significant company decisions, such as issuing shares, appointing officers, approving major transactions, or changing company policies. The resolution must include specific elements such as the date, attendance record, exact wording of the resolution, and voting results. It serves as evidence of the board's decision-making process and provides legal protection for both the company and its directors.

What sections should be included in a Board Meeting Resolution?

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

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

3. Resolution Title: Clear statement of the subject matter being resolved

4. Recitals: Background information and context for the resolution

5. Resolution Statement: The formal decision being made, typically starting with 'RESOLVED THAT'

6. Voting Record: Results of the vote, including numbers for, against, and abstaining

7. Authentication: Signatures of required officers (typically Chairman and Secretary)

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

1. Additional Resolutions: Secondary or related resolutions when multiple related decisions are being made

2. Delegation of Authority: Specific powers granted to officers or committees when implementation requires specific authorizations

3. Effective Date: Specification of when the resolution takes effect if different from meeting date

What schedules should be included in a Board Meeting Resolution?

1. Supporting Documents: Referenced materials that informed the decision

2. Financial Statements: Relevant financial documentation when resolution involves financial matters

3. Legal Opinions: Any legal advice received when resolution has significant legal implications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

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 board responsibilities for publicly traded companies

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

Dodd-Frank Act: Federal law implementing financial regulations affecting corporate governance, including executive compensation and shareholder rights

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate formation, operation, and governance requirements

State LLC Laws: State-specific legislation governing Limited Liability Companies, including management structure and operational requirements

Articles of Incorporation: Company's founding document defining basic corporate structure, rights, and governance framework

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

Board Committee Charters: Documents defining the roles, responsibilities, and operational procedures of board committees

Corporate Governance Guidelines: Company-specific policies outlining governance practices, board composition, and decision-making processes

Industry Regulations: Sector-specific requirements from regulatory bodies such as SEC, FINRA, or healthcare authorities affecting board decisions

Quorum Requirements: Minimum number of board members required to be present for valid decision-making

Voting Thresholds: Required majority or supermajority requirements for board approval of various types of decisions

Notice Requirements: Mandatory timeframes and methods for notifying board members of meetings and agenda items

Documentation Requirements: Legal obligations for recording, maintaining, and storing board meeting minutes and resolutions

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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