Directors Resolution (Generic) – Kit

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This Board of Directors Resolution (Generic) Kit will be of assistance in drafting resolutions for your company's board of directors. This form can easily be tailored to fit your specific needs.

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This Board of Directors Resolution (Generic) Kit will be of assistance in drafting resolutions for your company's board of directors. This resolution kit contains a detailed checklist to assist in preparing directors' resolutions and a generic board resolution which contains official language to be included in the resolutions. It also includes notes and instructions on how to prepare a consent and a board of director consent in generic form. It is crucial that all board resolutions and consents be clearly set out in writing. Resolutions and Consent Resolutions become a part of a company's official record and it is imperative that they be worded exactly as they were agreed to.

This Board of Directors Resolution (Generic) Kit includes:
  • Resolutions Checklist: Sets out the detailed resolutions which need to be adopted at a board of directors meeting (i.e. authorization of major contracts, lawsuits or purchase of real estate);
  • Resolution: Spells out in detail a resolution agreed to by the directors of a company;
  • Notes and Instructions: Detailed instructions for the preparation of consent resolutions passed by the board. It is important that a company's bylaws be consulted before preparation of a consent resolution as they may not be permissible;
  • Consent Resolution: Sets forth language to be used resolutions which are agreed to by consent of the company's board of directors. A consent resolution must be signed by all directors and the corporate secretary.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Board of Directors Resolution (Generic) Kit
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Board of Directors Resolution
Generic









This Packet Includes:
1. Information
2. Directors Resolutions Checklist
3. Sample Board of Directors Resolution
4. Instructions and Sample for Consent Resolutions





Information
Board of Directors Resolution Generic

This kit provides the tools for drafting a resolution for your corporations board of directors.
 
Directors resolutions are records of official acts of the board of directors.  In most situations and for most corporations, a majority vote of the directors present at an official meeting (as long as the number present constitutes a quorum) is required to adopt a resolution.  The resolutions adopted should be kept permanently in the corporate record book.

A checklist is included in this kit illustrating circumstances for which directors resolutions are required.  They are not required for all of the normal day-to-day transactions of a business.  In general, directors resolutions are only necessary to document a corporations major transactions.

In certain cases, the board of directors may wish to take action without the process of meeting in person, through the use of a written consent resolution.  This kit includes instructions for drafting a consent resolution for your board of directors.

NOTE:  This packet includes materials generally applicable to corporations in any state.  However, there may be some state-specific guidelines and restrictions regarding the duties and responsibilities of corporate directors.  Please consult your Secretary of States website for specific information for your state.







DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.



Directors Resolutions Checklist

Directors resolutions need to be adopted at official meetings of the board of directors of the corporation.  They are necessary for the corporation or its officers to be specifically authorized to transact significant business transactions.  The following items may be the subject of directors resolutions:

?   Authorizing major contracts

?   Authorizing the sale of corporate real estate

?   Authorizing the purchase of real estate

?   Authorizing the corporation to borrow money

?   Authorizing the corporation to enter into a real estate lease

?   Authorizing a lawsuit

?   Authorizing the appointment of a lawyer

?   Authorizing the appointment of an accountant

?   Authorizing stock dividends

?   Authorizing stock dividends to be declared and paid annually

?   Authorizing stock dividends to be declared and paid quarterly

?   Authorizing the reimbursement of expenses to an employee

?   Authorizing the retention of corporate earnings

?   Authorizing employee stock option plans

?   Authorizing pension plans

?   Authorizing profit-sharing plans

?   Authorizing healthcare plans

?   Authorizing group insurance plans

?   Authorizing death benefit plans

?   Authorizing other employee benefit plans

?   Authorizing rescission of prior resolutions

?   Authorizing loans to directors or officers

?   Authorizing the payment of officers salaries

?   Authorizing a restricted stock transfer

?   Authorizing a registered office address change

?   Authorizing the corporate president to make purchases

?   Authorizing the payment of a bonus to employees


Resolution of the Board of Directors of ______________


A meeting of the board of directors of this corporation was duly called and held on ____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.
 
A quorum of the board of directors was present and at the meeting it was decided, by majority vote, that it is necessary for the corporation to:







Therefore, it is
RESOLVED, that this corporation shall:






The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution.

The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal

__________________________________
Signature of Secretary of Corporation

__________________________________
Printed Name of Secretary of Corporation


Notes and Instructions for Consent Resolutions

In recent years, the use of consent resolutions has increased among businesses.  These resolutions are used in lieu of formal meetings and can simplify corporate management.  They require, however, the written consent of all of the directors of a corporation in order to be valid.

The use of consent resolutions allows for a much greater flexibility in the management of corporations.  Formal meetings are not necessary, although for many issues, meetings may be highly recommended as a method to record the remarks and positions of board members who may oppose the action. Consent resolutions are most useful in those situations where the board of directors is small and all of the directors are in complete agreement regarding the action to be taken.

Following is a sample written consent resolution that may be used in lieu of the directors resolution above.  First, however, you must verify that the bylaws of your corporation allow the use of consent resolutions for directors.  Check your corporations bylaws to determine whether consent resolutions are permissible.

 

Consent Resolution of the Board of Directorsof _____________________ Authorizing ___________________

The undersigned, being all of the directors of this corporation and acting in accordance with state law and the bylaws of this corporation, consent to the adoption of the following as if it was adopted at a duly called meeting of the board of directors of this corporation.  By unanimous consent of the board of directors of this corporation, it is decided that:








Therefore, it is
RESOLVED, that the corporation shall:








The officers of this corporation are hereby authorized to perform all necessary acts to carry out such resolution.

Dated: ____________, 20 ___

Signature of Director of Corporation               Printed Name of Director of Corporation
______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________
Being all of the directors of the corporation.


The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted by consent of the board of directors in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal


__________________________________
Signature of Secretary of Corporation


__________________________________
Printed Name of Secretary of Corporation



Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#27085
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Board of Directors Resolution
Generic









This Packet Includes:
1. Information
2. Directors Resolutions Checklist
3. Sample Board of Directors Resolution
4. Instructions and Sample for Consent Resolutions





Information
Board of Directors Resolution Generic

This kit provides the tools for drafting a resolution for your corporations board of directors.
 
Directors resolutions are records of official acts of the board of directors.  In most situations and for most corporations, a majority vote of the directors present at an official meeting (as long as the number present constitutes a quorum) is required to adopt a resolution.  The resolutions adopted should be kept permanently in the corporate record book.

A checklist is included in this kit illustrating circumstances for which directors resolutions are required.  They are not required for all of the normal day-to-day transactions of a business.  In general, directors resolutions are only necessary to document a corporations major transactions.

In certain cases, the board of directors may wish to take action without the process of meeting in person, through the use of a written consent resolution.  This kit includes instructions for drafting a consent resolution for your board of directors.

NOTE:  This packet includes materials generally applicable to corporations in any state.  However, there may be some state-specific guidelines and restrictions regarding the duties and responsibilities of corporate directors.  Please consult your Secretary of States website for specific information for your state.







DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.



Directors Resolutions Checklist

Directors resolutions need to be adopted at official meetings of the board of directors of the corporation.  They are necessary for the corporation or its officers to be specifically authorized to transact significant business transactions.  The following items may be the subject of directors resolutions:

?   Authorizing major contracts

?   Authorizing the sale of corporate real estate

?   Authorizing the purchase of real estate

?   Authorizing the corporation to borrow money

?   Authorizing the corporation to enter into a real estate lease

?   Authorizing a lawsuit

?   Authorizing the appointment of a lawyer

?   Authorizing the appointment of an accountant

?   Authorizing stock dividends

?   Authorizing stock dividends to be declared and paid annually

?   Authorizing stock dividends to be declared and paid quarterly

?   Authorizing the reimbursement of expenses to an employee

?   Authorizing the retention of corporate earnings

?   Authorizing employee stock option plans

?   Authorizing pension plans

?   Authorizing profit-sharing plans

?   Authorizing healthcare plans

?   Authorizing group insurance plans

?   Authorizing death benefit plans

?   Authorizing other employee benefit plans

?   Authorizing rescission of prior resolutions

?   Authorizing loans to directors or officers

?   Authorizing the payment of officers salaries

?   Authorizing a restricted stock transfer

?   Authorizing a registered office address change

?   Authorizing the corporate president to make purchases

?   Authorizing the payment of a bonus to employees


Resolution of the Board of Directors of ______________


A meeting of the board of directors of this corporation was duly called and held on ____________, 20 ___, at _____ oclock ___. m., at the offices of the corporation located at _______________.
 
A quorum of the board of directors was present and at the meeting it was decided, by majority vote, that it is necessary for the corporation to:







Therefore, it is
RESOLVED, that this corporation shall:






The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution.

The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal

__________________________________
Signature of Secretary of Corporation

__________________________________
Printed Name of Secretary of Corporation


Notes and Instructions for Consent Resolutions

In recent years, the use of consent resolutions has increased among businesses.  These resolutions are used in lieu of formal meetings and can simplify corporate management.  They require, however, the written consent of all of the directors of a corporation in order to be valid.

The use of consent resolutions allows for a much greater flexibility in the management of corporations.  Formal meetings are not necessary, although for many issues, meetings may be highly recommended as a method to record the remarks and positions of board members who may oppose the action. Consent resolutions are most useful in those situations where the board of directors is small and all of the directors are in complete agreement regarding the action to be taken.

Following is a sample written consent resolution that may be used in lieu of the directors resolution above.  First, however, you must verify that the bylaws of your corporation allow the use of consent resolutions for directors.  Check your corporations bylaws to determine whether consent resolutions are permissible.

 

Consent Resolution of the Board of Directorsof _____________________ Authorizing ___________________

The undersigned, being all of the directors of this corporation and acting in accordance with state law and the bylaws of this corporation, consent to the adoption of the following as if it was adopted at a duly called meeting of the board of directors of this corporation.  By unanimous consent of the board of directors of this corporation, it is decided that:








Therefore, it is
RESOLVED, that the corporation shall:








The officers of this corporation are hereby authorized to perform all necessary acts to carry out such resolution.

Dated: ____________, 20 ___

Signature of Director of Corporation               Printed Name of Director of Corporation
______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________

______________________________________    ______________________________________
Being all of the directors of the corporation.


The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted by consent of the board of directors in accordance with state law and the bylaws of the corporation on ____________, 20 ___.  I further certify that such resolution is now in full force and effect.


Dated: ____________, 20 ___
Corporate Seal


__________________________________
Signature of Secretary of Corporation


__________________________________
Printed Name of Secretary of Corporation



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