A Board Resolution Form is essential for documenting official decisions made by a corporation's governing body. This document is commonly used when formal approval is required for significant corporate actions such as opening bank accounts, entering into contracts, or appointing officers. Under U.S. corporate law, board resolutions must be maintained as part of the company's official records and may be required by banks, government agencies, or other third parties as evidence of corporate authority. The resolution must comply with both federal regulations and state-specific corporate laws, as well as the company's own bylaws and governance documents.
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1. Title and Date: Specific identification of the resolution and date of adoption
2. Company Identification: Full legal name of the corporation and state of incorporation
3. Recitals: Background information and reasons for the resolution, typically starting with 'WHEREAS' clauses
4. Resolution Statement: The actual resolution(s) being adopted, typically starting with 'BE IT RESOLVED'
5. Certification: Statement certifying the resolution's adoption and authenticity
6. Signatures: Authorized signatures (typically Secretary and/or Chairman)
1. Further Resolved Clauses: Additional resolutions related to the main resolution, used when multiple related actions need to be authorized
2. Effective Date: Specific date when the resolution becomes effective, used when implementation is delayed or scheduled for future date
3. Delegation of Authority: Specific authorization of individuals to act on the resolution, used when specific individuals need explicit authorization to execute the resolution
1. Voting Record: Record of how each board member voted on the resolution
2. Supporting Documents: Any referenced documents or materials that support the resolution
3. Notice of Meeting: Copy of the meeting notice where resolution was adopted
4. Meeting Minutes Extract: Relevant extract from the board meeting minutes
Relevant legal definitions
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