Form with which a corporation may resolve to authorize an officer or representative to file necessary official documents for a given purpose.
Form with which a corporation may resolve to authorize an officer or representative to file necessary official documents for a given purpose.
How to fill out a resolution of the board of directors? Date, time, and location of the meeting. Title that describes the board's decision to be made. Statement of majority or unanimous decision. Resolution of the decision, including any necessary actions. Officers responsible for carrying out the resolution.
Written resolutions are typically used when directors and shareholders are unable to meet in person for any reason. Written resolutions can be passed in all but two instances: The resolution to remove a director. The resolution to remove an auditor before their term of service has expired.
“RESOLVED FURTHER THAT, any one of the above officials of the Company/Bank/Cooperative Society/Trust/legal entity, be and is hereby authorized to do all such acts, deeds, things, sign all such papers, documents, power of attorneys, indemnities, correspondence and to do and perform all such acts, deeds and things and ...
Certified resolutions document and preserve the board's vote in writing, which is essential because the resolution typically authorizes a committee or person to take action on the matter. The resolution then becomes part of the company's record and is legally binding.
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 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.
If the directors are likely to agree to a proposed resolution or unable to convene a board meeting quickly then it may be easier to pass a written resolution instead of convening a board meeting at a later date.
It is also common for a company's articles to permit directors to make decisions by unanimous written resolution (eg see Article 8 of the model articles for a private company limited by shares) and, therefore, it may be possible for them to approve a company's accounts in this way.