BOARD RESOLUTION – ESSENTIAL ELEMENTS
A board resolution is a formal document that records the decisions and actions taken by the board of directors of a company. The specific ingredients of a resolution may vary depending on the nature of the decision being made and the requirements of the company’s governing documents and applicable laws and regulations. However, some common elements of a resolution include:
- Heading: The heading of the resolution should include the name of the company, the date on which the resolution was passed, and a reference to the section of the law or the company’s governing documents under which the resolution is being passed.
- Introduction: The introduction should provide some background information on the matter being considered, including any relevant facts or circumstances that led to the decision.
- Resolution clause: This clause should clearly state the decision being made by the board. It should be specific and unambiguous, and should include any necessary details such as the amount of funds being allocated, the terms of a contract, or the appointment of a new officer.
- Voting: The resolution should also include information about the voting process, including the number of directors who voted in favor, against or abstained from voting.
- Signatures: The resolution should be signed by the chairman of the meeting, and by all the directors who participated in the meeting.
- Record keeping: It is important to ensure that the resolution is properly recorded and maintained as part of the company’s official records.
In summary, a resolution should be clear, concise, and accurate, and should reflect the decisions and actions taken by the board in accordance with the company’s governing documents and applicable laws and regulations.
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