General Meeting Resolution

General Meeting Resolution for the United States

General Meeting Resolution Template for United States

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What is a General Meeting Resolution?

A General Meeting Resolution is essential for documenting corporate governance decisions in U.S. businesses. This document is required whenever shareholders or board members convene to make significant company decisions, such as structural changes, leadership appointments, or major business transactions. The resolution must adhere to both federal and state corporate laws, containing details of the meeting, attendees, voting results, and specific resolutions passed. It serves as a legal record of corporate decision-making and may be required for regulatory compliance, banking purposes, or future reference.

What sections should be included in a General Meeting Resolution?

1. Header Information: Company name, meeting type, date, time, location

2. Attendance Record: List of present members, quorum confirmation

3. Notice Confirmation: Confirmation that proper notice was given as per requirements

4. Resolutions: Numbered list of resolved items with clear voting outcomes

5. Signature Block: Authentication by authorized signatories

What sections are optional to include in a General Meeting Resolution?

1. Preamble: Background information section used when complex matters are being resolved or significant corporate changes are proposed

2. Recitals: Section detailing previous resolutions or related matters when current resolutions relate to previous decisions

3. Dissenting Opinions: Section recording any opposing views when significant disagreement exists among voting members

What schedules should be included in a General Meeting Resolution?

1. Attendance Register: Detailed list of attendees with signatures

2. Proxy Forms: Copies of submitted proxy forms

3. Supporting Documents: Any referenced documents crucial to the resolutions

4. Voting Results: Detailed breakdown of votes if required

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

alex.den.21@genieai.co

Relevant legal definitions

Shareholder

Business Day
Subsidiary
Effective Date

Clauses

Relevant Industries

Corporate
Financial Services
Non-Profit
Professional Services

Relevant Teams

Legal
Corporate Governance
Compliance
Executive Office
Corporate Communications

Relevant Roles

Corporate Secretary
Board Director
CEO
General Counsel
Compliance Officer

Industries

Securities Exchange Act 1934: Federal law governing secondary trading of securities, particularly relevant for publicly traded companies, including requirements for periodic reporting and disclosure

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced standards for public company boards, management, and accounting firms, including requirements for internal controls and corporate governance

Securities Act 1933: Federal law regulating the offering and sale of securities, requiring registration and detailed financial disclosure

State Corporation Laws: State-specific laws governing corporate formation, operation, and dissolution (e.g., Delaware General Corporation Law, which is widely used for corporate governance)

State Business Corporation Acts: Comprehensive state legislation establishing rules for corporate formation, governance, and operations within specific states

State LLC Acts: State laws governing the formation and operation of Limited Liability Companies, including management and member rights

Articles of Incorporation: Primary governing document filed with state authorities that establishes the existence of a corporation and its basic structure

Corporate Bylaws: Internal rules governing the operation of the corporation, including procedures for meetings, voting, and corporate governance

Operating Agreement: Document outlining the financial and functional decisions of an LLC, including rules, regulations, and provisions

Shareholder Agreements: Contracts between shareholders establishing rights, obligations, and procedures for corporate governance and share transfers

Meeting Requirements: Legal requirements for conducting valid corporate meetings, including notice periods, quorum requirements, and voting thresholds

SEC Requirements: Regulations imposed by the Securities and Exchange Commission governing public company reporting, disclosure, and corporate governance

Stock Exchange Rules: Requirements imposed by stock exchanges (such as NYSE or NASDAQ) on listed companies regarding corporate governance and disclosure