Board Directors Resolution With Retrospective Effect In Illinois
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While backdating isn't necessarily illegal, it takes a dedicated and outstanding business contract attorney with a solid understanding of the law to ensure nothing is out of place. Whether or not a backdated contract is appropriate depends on the purpose and effect of the backdating.
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).
Board minutes and resolutions are frequently, and legitimately, backdated. The board minutes may be reduced to writing and executed weeks following the actual meeting being memorialized. Such minutes should reflect the date of the meeting, not the date of execution.
Making decisions without a meeting The directors and shareholders can pass a written resolution by post or email if, for example, it isn't practical to have everyone in the same place at the same time. Resolutions passed this way have the same effect as if they happened at a properly constituted meeting.
Resolutions of the board of directors ratifying prior actions of its officers. These resolutions are drafted as Standard Clauses and should be inserted into board meeting minutes or a written resolution containing authorizing resolutions for certain transactions not in a corporation's ordinary course of business.
Board minutes and resolutions are frequently, and legitimately, backdated. The board minutes may be reduced to writing and executed weeks following the actual meeting being memorialized. Such minutes should reflect the date of the meeting, not the date of execution.
How to write a board resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.
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.
The title of the resolution must appropriately reflect the intent. Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
