Board Directors Resolution With Retrospective Effect In Houston

State:
Multi-State
City:
Houston
Control #:
US-0020-CR
Format:
Word; 
Rich Text
Instant download

Description

The Board Directors Resolution with Retrospective Effect in Houston is designed to serve as a formal document indicating that directors of a corporation have waived the notice requirement for a special meeting. The resolution ensures that decisions made during the meeting are valid, even if all directors were not formally notified beforehand. Key features of this form include the opportunity for directors to sign, confirming their attendance and agreement to the meeting's proceedings. Users fill in the corporation's name, the date of the meeting, and gather signatures from the directors in attendance. This form can be edited as necessary to reflect different meeting dates or directors involved. The utility of this form extends notably to attorneys, partners, owners, associates, paralegals, and legal assistants who seek to maintain compliance with corporate governance. Attorneys can use it to ensure corporate actions are legally binding. Partners and owners benefit by allowing for flexibility in managing meetings without the burden of strict notice protocols. Associates and paralegals may assist in the documentation process, ensuring accurate records, while legal assistants can facilitate communications among directors about the waiver and its importance in corporate decision-making.

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FAQ

Section 21.418 - Contracts or Transactions Involving Interested Directors and Officers (a) This section applies to a contract or transaction between a corporation and: (1) one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation; or (2) an ...

(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.

Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate “an actual fraud… primarily for the purpose of personal benefit”.

California corporations now have a mechanism to retroactively remedy defective corporate actions, after lawmakers approved new procedures to allow corporations to petition the superior court to ratify corporate acts not in compliance (or purportedly not in compliance).

Notice of Meeting. (a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.

(b) The owners or members or the governing authority of a filing entity, or a committee of the governing authority, may take action without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action signs a written consent or consents stating the action taken.

21.057. BYLAWS. (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.

21.057. BYLAWS. (a) The board of directors of a corporation shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the corporation's certificate of formation.

A resolution has two parts: the heading and the body. The heading is the administrative/organizational portion of a resolution and contains the name of the committee, the topic, and the names of the sponsoring countries, the countries that are signatories, and the committee code.

Steps to Write a Corporate Resolution Write the Company's Name. Indicate Further Legal Identification. Include Location, Date, and Time. List the Board Resolutions. Sign the Document and Write the Document.

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Board Directors Resolution With Retrospective Effect In Houston