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Board Resolution Power Of Attorney for the United States

Board Resolution Power Of Attorney Template for United States

A Board Resolution Power of Attorney is a formal document issued under U.S. corporate law that evidences the board of directors' decision to grant specific powers to an individual or entity to act on behalf of the corporation. This legal instrument combines the formality of a board resolution with the delegation authority of a power of attorney, typically requiring compliance with both state-specific corporate laws and power of attorney statutes.

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Board Resolution Power Of Attorney

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What is a Board Resolution Power Of Attorney?

A Board Resolution Power of Attorney is essential when corporations need to delegate specific authority to representatives for business operations. This document is particularly crucial for situations requiring formal evidence of corporate authorization, such as major transactions, legal proceedings, or international business operations. The instrument must comply with U.S. state-specific requirements for both corporate governance and powers of attorney, typically requiring proper board approval and often notarization. It serves as both internal documentation of board approval and external evidence of authority.

What sections should be included in a Board Resolution Power Of Attorney?

1. Title and Date: Formal identification of the document and date of resolution

2. Company Information: Legal name and address of the corporation

3. Recitals: Background information establishing board's authority and reason for POA

4. Resolution Statement: Formal declaration of board's decision to grant POA

5. Attorney Powers: Specific enumeration of powers granted

6. Duration: Term of the power of attorney

7. Execution: Signature blocks for required board members

What sections are optional to include in a Board Resolution Power Of Attorney?

1. Revocation Clause: Terms for revoking the POA, used when specific revocation conditions are needed

2. Substitute Attorney Clause: Authority to delegate powers, used when delegation might be necessary

3. Indemnification: Protection for the attorney-in-fact, used in high-risk situations

What schedules should be included in a Board Resolution Power Of Attorney?

1. Certificate of Secretary: Certification of board resolution authenticity

2. List of Authorized Actions: Detailed enumeration of specific authorized powers

3. Corporate Documents: Relevant corporate governance documents supporting authority

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Board Resolution

Cost

Free to use
Clauses

























Industries

State Laws Compliance: Review and compliance with state-specific laws governing Powers of Attorney, including requirements for document execution, notarization, and state corporate laws regarding board authority

Uniform Power of Attorney Act: Federal legislation (UPOAA) that has been adopted by many states to provide consistency in Power of Attorney regulations across jurisdictions

Securities Exchange Act: Federal requirements that may apply if the company is publicly traded, affecting the scope and disclosure requirements of the Power of Attorney

Articles of Incorporation: Company's founding document that must be consulted to ensure the Power of Attorney aligns with corporate powers and limitations

Corporate Bylaws: Internal governing rules of the company that may contain specific requirements or limitations for granting Powers of Attorney

State Business Corporation Acts: State-specific legislation governing corporate operations and authority, which must be considered when drafting board resolutions

Sarbanes-Oxley Compliance: Federal act requirements for public companies that may affect corporate governance and authorization procedures

SEC Regulations: Securities and Exchange Commission rules that may apply to the Power of Attorney if the company is publicly traded

Notarization Requirements: State-specific requirements for document notarization, including format, witnesses, and recording procedures

Durability Provisions: Specific clauses determining whether the Power of Attorney remains valid if the grantor becomes incapacitated

Authority Scope: Clear delineation of specific powers being granted and any limitations on the attorney-in-fact's authority

Termination Conditions: Specific circumstances or events that will trigger the termination of the Power of Attorney

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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