Form with which the Directors of a corporation waive the necessity of a first meeting of directors.
Form with which the Directors of a corporation waive the necessity of a first meeting of directors.
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Under most state laws, nonprofit board may approve a resolution through written consent, without holding a board meeting. In Illinois and South Carolina, these actions require the unanimous agreement of the directors. In other states, the statute is more flexible.
The Board Resolution is duly signed by the directors present in the meeting. There is no requirement that a Board Resolution be notarized. However, when Board Resolutions are used as evidence in court trials, notarization gives more credence to the document.
The Board Resolution is duly signed by the directors present in the meeting. There is no requirement that a Board Resolution be notarized. However, when Board Resolutions are used as evidence in court trials, notarization gives more credence to the document.
Who needs to sign a board resolution? The board members need to sign the board resolution. The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
The resolution should state the name of the person authorized to sign the contract. If the resolution only states the title of the officer so authorized, a certification by a corporate officer must be provided certifying that the individual signing the contract held that office at the time the contract was signed.
A board resolution, though not a legal document, is formal and the decisions made by the board are legally binding.
All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing. A sole director will usually make decisions by written resolution.
Although general meetings for shareholders or board meetings for directors are normally required to pass resolutions, some decisions can be passed in writing without the need for a meeting.
When a board resolution is passed by a simple majority, it is called an ordinary resolution. Votes cast in favor are more than the ones against. A resolution with a majority of just over 50% of the quorum is considered passed. For example, 6 'yes' votes out of 10 are considered a majority.