Corporate Board Of Directors Resolution Form for the United States

Corporate Board Of Directors Resolution Form Template for United States

A Corporate Board of Directors Resolution Form is a formal document that records decisions and actions approved by a company's board of directors in the United States. It serves as an official record of board decisions and is legally binding under both federal and state corporate laws. The document typically includes details of the meeting, the resolution itself, voting results, and necessary certifications. It must comply with relevant state corporation laws, federal regulations (particularly for public companies), and the company's bylaws.

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What is a Corporate Board Of Directors Resolution Form?

The Corporate Board of Directors Resolution Form is a critical governance document used when boards need to formally record their decisions and authorize specific actions. This document is particularly important in the United States where corporate actions must be properly documented to ensure legal compliance and protect the company's interests. The resolution form serves multiple purposes: it documents the board's decisions, provides authorization for specific actions, and creates a legal record that can be referenced by stakeholders, regulators, or courts. It must comply with both federal and state corporate laws, including specific requirements for public companies under SEC regulations.

What sections should be included in a Corporate Board Of Directors Resolution Form?

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 resolution's purpose

4. Recitals: Background information and reasons for the resolution

5. Resolution Statement: The actual resolution being adopted

6. Voting Results: Record of how the board voted

7. Certification: Secretary's certification of the resolution's adoption

What sections are optional to include in a Corporate Board Of Directors Resolution Form?

1. Supporting Documentation Reference: References to relevant documents, used when resolution relies on external information or complex transactions

2. Delegation of Authority: Specific powers granted to officers or committees when resolution involves delegation of board powers

3. Effective Date: Specific date when resolution becomes effective, used when implementation date differs from adoption date

What schedules should be included in a Corporate Board Of Directors Resolution Form?

1. Exhibit A - Supporting Documents: Copies of relevant agreements or documents referenced in resolution

2. Exhibit B - Financial Information: Financial statements or projections if resolution involves financial matters

3. Appendix 1 - Meeting Minutes: Full minutes of the board meeting where resolution was adopted

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

Securities Exchange Act 1934: Federal law governing securities trading and public company requirements, crucial for publicly traded companies' board resolutions

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

Dodd-Frank Act: Federal law implementing financial reforms and corporate governance requirements affecting board decisions

Internal Revenue Code: Federal tax legislation that must be considered for tax-related board resolutions and financial decisions

State Corporation Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate operations and board actions

Stock Exchange Requirements: Listing requirements from exchanges like NYSE or NASDAQ that affect corporate governance and board decisions

SEC Regulations: Securities and Exchange Commission rules governing public company operations and board responsibilities

Articles of Incorporation: Company's founding document that establishes basic corporate governance rules and board authority

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

Industry Regulations: Sector-specific rules and requirements affecting board decisions in regulated industries like banking or healthcare

Record Keeping Requirements: Legal obligations for maintaining corporate records and board meeting minutes

Meeting Notice Requirements: Legal requirements for providing advance notice of board meetings and documentation

Quorum Requirements: Minimum number of directors required to be present for valid board actions

Voting Thresholds: Required majority or supermajority votes for different types of board actions

Fiduciary Duties: Legal obligations of directors to act in the best interest of the company and shareholders

Conflict of Interest Rules: Regulations governing disclosure and handling of directors' conflicts of interest in board decisions

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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