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Board Resolution For Ratification Of Agreement

Board Resolution For Ratification Of Agreement Generator for Australia

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Key Requirements PROMPT example:

Board Resolution For Ratification Of Agreement

"I need a Board Resolution for Ratification of Agreement to approve a major technology licensing agreement signed by our CEO in January 2025, which requires urgent board approval due to the value exceeding their delegation of authority."

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Document background
A Board Resolution For Ratification of Agreement is a crucial corporate governance document used in Australian business practice when a company's board needs to formally approve and validate an agreement. This document type is commonly required when an agreement has been executed under delegated authority and requires subsequent board approval, or when the board needs to formally record its approval of a significant agreement. The resolution must comply with Australian corporate law, particularly the Corporations Act 2001, and typically includes detailed information about the meeting, the agreement being ratified, director attendance, voting results, and any conditions attached to the ratification. It serves as an important record for corporate governance purposes and may be required by regulators, auditors, or other stakeholders as evidence of proper board oversight and approval processes.
Suggested Sections

1. Company Details: Full legal name of the company, ACN, and registered office address

2. Meeting Details: Date, time, location/method of meeting, and confirmation of proper notice given

3. Attendance: List of directors present, apologies, and confirmation of quorum

4. Background: Context of the agreement requiring ratification, including when and why it was executed

5. Agreement Details: Specific details of the agreement being ratified, including parties, date, and subject matter

6. Confirmation of Review: Statement confirming the board has reviewed the agreement and related materials

7. Declaration of Interests: Disclosure of any directors' interests in the agreement

8. Resolution: Formal resolution language ratifying the agreement

9. Authorization: Authority for specific officers to take necessary actions to implement the resolution

10. Certification: Certification by the Chair/Company Secretary that the resolution was duly passed

Optional Sections

1. Delegated Authority: Additional authorities delegated to specific officers, used when implementation requires specific powers

2. Conditions: Any conditions attached to the ratification, used when the board requires specific conditions to be met

3. Related Resolutions: Additional resolutions connected to the main ratification, used when multiple related decisions are required

4. Dissenting Opinions: Record of any dissenting votes or opinions, used when there isn't unanimous approval

5. Legal Advice: Reference to legal advice received, used when the board relied on specific legal guidance

Suggested Schedules

1. Schedule A - Agreement: Copy of the agreement being ratified

2. Schedule B - Board Papers: Relevant board papers and materials considered in making the decision

3. Schedule C - Legal Opinion: Any legal opinions or advice received regarding the agreement

4. Schedule D - Supporting Documents: Any other material documents relied upon in making the decision

5. Schedule E - Notice of Meeting: Copy of the notice of meeting and agenda

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Mining and Resources

Healthcare

Technology

Manufacturing

Retail

Professional Services

Real Estate

Energy

Telecommunications

Transportation and Logistics

Education

Construction

Agriculture

Relevant Teams

Legal

Corporate Governance

Compliance

Board Secretariat

Executive Office

Risk Management

Corporate Affairs

Company Secretariat

Regulatory Affairs

Administrative Services

Relevant Roles

Company Director

Board Member

Company Secretary

Chief Executive Officer

Managing Director

Corporate Counsel

Legal Counsel

Compliance Officer

Corporate Governance Manager

Board Relations Manager

Chief Legal Officer

Executive Assistant to Board

Risk Manager

Chief Financial Officer

Corporate Services Manager

Industries
Corporations Act 2001 (Cth): The primary federal legislation governing corporations in Australia, including provisions for corporate governance, directors' duties, and board meetings (particularly sections 248A-248G regarding board meetings and resolutions)
ASX Corporate Governance Principles and Recommendations: While not legislation per se, these principles provide important governance guidelines for Australian companies, especially regarding board procedures and documentation
State-specific Contracts Review Act: Depending on the state where the agreement is being ratified, relevant state legislation governing contract review and ratification may apply
Company Constitution: While not legislation, the company's constitution must be considered as it contains specific requirements for board resolutions and decision-making processes
Electronic Transactions Act 1999 (Cth): Relevant if the board resolution is being executed electronically or if the meeting is held virtually
Directors' Liability Laws: Various provisions across different acts that impose personal liability on directors for certain decisions, including state-specific directors' liability legislation
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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