Board Resolution Appointing Committee Members for the United States

Board Resolution Appointing Committee Members Template for United States

A Board Resolution Appointing Committee Members is a formal document that records the board of directors' decision to establish or modify the membership of a corporate committee. In the United States, this document must comply with state corporation laws, federal regulations (if applicable), and the company's bylaws. It typically includes the committee's purpose, member appointments, terms of service, and specific responsibilities. For public companies, additional requirements from SEC regulations and stock exchange rules may apply.

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Board Resolution Appointing Committee Members

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What is a Board Resolution Appointing Committee Members?

A Board Resolution Appointing Committee Members is essential for corporate governance and regulatory compliance. It's used when a company needs to establish new committees or modify existing ones, typically for audit, compensation, nomination, or special purposes. The resolution must align with U.S. state corporation laws, SEC requirements for public companies, and internal bylaws. This document serves as official evidence of the board's decision-making process and provides clear documentation of committee structure and appointments for stakeholders, regulators, and auditors.

What sections should be included in a Board Resolution Appointing Committee Members?

1. Header: Company name, date, and resolution identifier

2. Title: Specific title of the resolution

3. Recitals: Background information and context for the resolution including reference to relevant laws and bylaws

4. Resolution Statement: The formal 'BE IT RESOLVED' statement

5. Committee Details: Specific committee name, purpose, and composition

6. Member Appointments: Names and roles of appointed members

7. Effective Date: When the appointments take effect

8. Signature Block: Secretary/Chairman signature and date

What sections are optional to include in a Board Resolution Appointing Committee Members?

1. Term Limits: Duration of appointments and renewal provisions if applicable

2. Committee Charter Reference: Reference to separate committee charter document and its key provisions

3. Compensation Details: Any specific compensation or reimbursement provisions for committee service

What schedules should be included in a Board Resolution Appointing Committee Members?

1. Schedule A - Committee Charter: Detailed committee responsibilities, procedures, and governance requirements

2. Schedule B - Member Qualifications: Detailed qualifications and independence requirements of appointed members

3. Schedule C - Meeting Schedule: Planned meeting dates, frequency, and attendance requirements

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
Industries

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, providing framework for corporate governance and board operations

State Corporation Laws: Specific corporate laws of the state where the company is incorporated, governing board and committee structures

Securities Exchange Act 1934: Federal law governing securities trading and public company requirements, including board committee responsibilities

Sarbanes-Oxley Act 2002: Federal law mandating specific requirements for public company boards, especially audit committee composition and responsibilities

Dodd-Frank Act: Federal legislation affecting corporate governance, particularly compensation committee independence and responsibilities

NYSE Listed Company Manual: Comprehensive set of requirements for NYSE-listed companies, including specific committee composition rules

NASDAQ Listing Rules: Requirements for NASDAQ-listed companies, including committee structure and independence requirements

SEC Regulations: Federal securities regulations governing board committee composition, independence, and disclosure requirements

Company Bylaws: Internal company rules governing board operations and committee establishment procedures

Corporate Charter: Foundational document establishing corporate structure and board authority to create committees

Audit Committee Requirements: Specific regulations requiring independent directors and at least one financial expert for audit committees

Compensation Committee Requirements: Rules governing independence and expertise requirements for compensation committee members

Nomination Committee Requirements: Guidelines for independence and diversity considerations in nomination/governance committee composition

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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