Board resolutions deal with operational and management decisions, while shareholder resolutions address more significant, often strategic, matters affecting the company.
Resolutions of the board of directors authorizing and approving a reporting company's stock repurchase program. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent.
Board Resolutions (Corporation): Acceptance of Contribution in Exchange for Stock. Resolutions of the board of directors of a corporation authorizing its acceptance of a contribution of assets or shares in exchange for stock in the corporation.
A board resolution is a document that formalises important decisions made by the board of directors and the actions relating to them. It is legally binding and functions as a compliance record to provide evidence of decisions made by the board regarding pivotal company matters.
The buyback contract must be approved by a resolution of the shareholders. An ordinary resolution will normally suffice, unless the articles require a higher majority, and the company may implement the share buyback at any time after the shareholder resolution approving the buyback contract is passed.