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written resolution typically includes the title, the opening statement, and the decision to be made. For instance, a board resolution to add director could read, 'Resolved, that Jane Doe is appointed as a director of the company effective immediately.' Ensure clarity and precision to avoid potential misunderstandings.
If all your existing directors agree to a new director's appointment, they can sign a written board resolution to approve it, as an alternative to convening a board meeting to obtain the necessary approval.
APPOINTMENT OF DIRECTOR IT WAS NOTED, that [insert name] had indicated [his/her] 3 willingness to act as Director of the Company. IT WAS THEREFORE RESOLVED that [insert name] be and is hereby appointed as Director of the Company with effect from [insert effective date of appointment].
RESOLVED, that the Board of Directors is hereby authorized and approved to authorize and empower the following individual to make, execute, endorse and deliver in the name of and on behalf of the corporation, but shall not be limited to, any and all written instruments, agreements, documents, execution of deeds, powers ...
Directors' Decisions / Voting At a meeting, resolutions will usually be passed by a simple majority of those present and voting, and written resolutions typically require unanimous approval, but this is subject to any special terms contained in the constitutional documents which may set a different threshold.
RESOLVED, that the Board of Directors is hereby authorized and approved to authorize and empower the following individual to make, execute, endorse and deliver in the name of and on behalf of the corporation, but shall not be limited to, any and all written instruments, agreements, documents, execution of deeds, powers ...