Companies & business
Board resolution template (US)
A general template under US law. Laws differ from state to state, so check it against your state's law or with a lawyer licensed there. We are not a law firm and do not give legal advice.
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Preview — US standard
Resolution of the Board of Directors
Company Name
A State of Incorporation Corporation
The undersigned directors of Company Name (the "Company") adopt the following resolutions Adoption Method: at a Meeting Held on (Date), or by Unanimous Written Consent without a Meeting, as permitted by the Company's bylaws and the corporation law of State of Incorporation.
Meeting Details
Date of meeting or consent: Resolution Date
Directors present or consenting: Directors Present
Quorum present: Yes or No
Others present: Others Present, or None
Resolutions
WHEREAS, Background, such as the Company Wishes to Open a Bank Account, Enter into a Lease, Approve a Contract, or Issue Shares; and
WHEREAS, the Board has determined that this action is advisable and in the best interests of the Company;
NOW, THEREFORE, BE IT RESOLVED, that Action Approved, Stated Precisely, Including Amounts, Parties and Key Terms;
RESOLVED FURTHER, that Authorized Officer Name, as Authorized Officer Title, is authorized to sign all documents and take all actions necessary or appropriate to carry out the foregoing resolution, on such terms as that officer approves; and
RESOLVED FURTHER, that all actions previously taken by any officer or director of the Company in connection with the matters in these resolutions are ratified, confirmed and approved.
Vote
Votes in favor: Votes in Favor
Votes against: Votes Against
Abstaining: Votes Abstaining
Interested directors who disclosed an interest: Interested Directors and Disclosure, or None
Directors' Signatures
If adopted by written consent, this consent may be signed in counterparts and by electronic signature, and will be filed with the minutes of the Board.
| Director | Signature | Date |
| --- | --- | --- |
| First Director Name | First Director Signature | First Director Date |
| Second Director Name | Second Director Signature | Second Director Date |
| Third Director Name | Third Director Signature | Third Director Date |
Secretary's Certificate
I, Secretary Name, Secretary of the Company, certify that the above is a true and correct copy of resolutions duly adopted by the Board of Directors, and that they remain in full force and effect.
Signature: Secretary Signature
Date: Certificate Date