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Texas Waiver of Special Meeting of Board of Directors - Corporate Resolutions
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Multi-State
Control #:
US-0020-CR
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Word;
Rich Text
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FAQ
What Is the Difference Between a Resolution and Minutes? Meeting minutes describe actions taken during a meeting, while a resolution describes actions that a corporation's board of directors have authorized.
In either case, you'll need to include the following information in a corporate resolution form: Date and place of the vote on the resolution. Effective date of the resolution if the resolution is approved. Name of the company and the state in which the company is incorporated.
In addition to specifying the date, time, and location of the meeting, special meeting notices should make note of all agenda items. Unless the bylaws indicate something different, board members should only be discussing the business that was stated in the notice for the special meeting.
A resolution in writing signed by all the Shareholders entitled to vote on that resolution is as valid as if it had been passed at a meeting of the Shareholders. A resolution in writing may be signed in one or more counterparts, all of which together constitute the same resolution.
(a) If the bylaws of a corporation require notice of a meeting to be given to a director, a written waiver of the notice signed by the director entitled to the notice, before or after the meeting, is equivalent to the giving of the notice.
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.
: place, stead. in lieu. : instead. in lieu of. : in the place of : instead of.
A Board Resolution is a formal document that helps to identify the roles of corporate offices and the result of any votes or decisions the board makes regarding the company. Usually, they are written when a new member is voted into the board.
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous.
