Directors Board Resolution Template for United States

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Key Requirements PROMPT example:

Directors Board Resolution

"I need a Directors Board Resolution to authorize our CEO to enter into a Series A funding agreement and issue new shares to investors, with the resolution to be effective from March 15, 2025."

Document background
Directors Board Resolutions are essential corporate governance documents used to record and implement board decisions in U.S. corporations. These resolutions are required for various corporate actions, from appointing officers to approving major transactions. They serve as official records of board decisions and protect both the company and its directors by demonstrating proper corporate governance. The format and content must comply with relevant state corporation laws, federal regulations, and the company's bylaws.
Suggested Sections

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

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

3. Recitals: Background information and reasons for the resolution

4. Resolution Statement: The formal decision(s) being made by the board

5. Certification: Statement certifying the resolution's adoption and authenticity

Optional Sections

1. Quorum Statement: Confirmation of meeting quorum requirements, used when resolution is passed at a meeting

2. Voting Results: Details of how directors voted, used when relevant for corporate records

3. Implementation Instructions: Specific directions for carrying out the resolution, used for complex actions

Suggested Schedules

1. Supporting Documents: Relevant documents referenced in the resolution (e.g., contracts, reports)

2. Voting Record: Detailed record of votes cast by each director

3. Related Resolutions: Previous or concurrent resolutions relevant to the current resolution

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

Industries

Delaware General Corporation Law: Primary corporate law statute for companies incorporated in Delaware, setting forth requirements for corporate governance, shareholder rights, and board responsibilities

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, including disclosure obligations and trading regulations

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance standards, internal controls, and financial disclosure requirements for public companies

Dodd-Frank Wall Street Reform Act: Federal law implementing financial regulatory reform, including corporate governance and executive compensation provisions

State Corporation Laws: State-specific laws governing corporation formation, operation, and governance in the state of incorporation

State Business Corporation Acts: Comprehensive state statutes defining corporate powers, rights, and obligations within specific states

Blue Sky Laws: State-level securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

Articles of Incorporation: Foundational corporate document filed with the state defining the basic structure and purpose of the corporation

Corporate Bylaws: Internal governing document establishing rules and procedures for corporate operations and board governance

SEC Requirements: Federal securities regulations governing public company reporting, disclosure, and compliance obligations

Stock Exchange Requirements: Rules and standards set by stock exchanges (NYSE/NASDAQ) for listed companies regarding corporate governance and compliance

Fiduciary Duties: Legal obligations of directors to act in the best interest of the corporation and its shareholders with duty of care and loyalty

Business Judgment Rule: Legal principle protecting directors' good faith business decisions from court intervention when made with reasonable care

Corporate Waste Doctrine: Legal principle prohibiting the use of corporate assets without adequate consideration or legitimate business purpose

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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