Circular Resolution Of Shareholders Template for United States

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Key Requirements PROMPT example:

Circular Resolution Of Shareholders

"I need a Circular Resolution of Shareholders to approve the appointment of a new Chief Financial Officer and authorize their signing authority for banking matters, to be effective from March 1, 2025."

Document background
A Circular Resolution of Shareholders serves as a crucial corporate governance tool in the United States, allowing companies to obtain shareholder approval efficiently without the need for in-person meetings. This document type is particularly valuable when immediate decisions are required or when organizing physical meetings would be impractical or costly. The resolution must comply with state-specific corporate laws and the company's bylaws, typically requiring either majority or unanimous consent depending on the jurisdiction and nature of the decision.
Suggested Sections

1. Title and Date: Specifies the company name and date of resolution

2. Recitals: Background information including company details and reason for resolution

3. Notice and Quorum: Confirmation that proper notice was given and quorum requirements are met

4. Resolution Text: The actual resolution(s) being voted upon

5. Voting Details: Record of votes cast and confirmation of passage

6. Signature Block: Space for shareholder signatures or electronic confirmations

Optional Sections

1. Effective Date: Specific section to be included when the resolution takes effect on a future date different from the signing date

2. Conditions Precedent: Section detailing any conditions that must be met before resolution becomes effective, used when resolution is contingent on certain events

3. Dissenting Shareholders: Section recording any dissenting votes, included when unanimous consent is not achieved

Suggested Schedules

1. Schedule A - Shareholder Details: List of shareholders and their respective shareholdings

2. Schedule B - Voting Record: Detailed breakdown of votes cast

3. Schedule C - Supporting Documents: Any relevant supporting documentation referenced in the 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

State Corporate Laws: Primary state-level legislation including Delaware General Corporation Law (if Delaware corporation), state-specific corporation laws where the company is incorporated, and Model Business Corporation Act provisions as adopted by various states

Federal Securities Laws: Federal-level regulations including Securities Act of 1933, Securities Exchange Act of 1934, and SEC regulations regarding shareholder communications, if applicable to the company

Company Governing Documents: Internal company documents including Articles of Incorporation/Certificate of Incorporation, Corporate Bylaws, and existing Shareholders' Agreements that may affect the resolution process

State-Specific Requirements: State-mandated requirements including notice requirements, quorum requirements, voting thresholds, and written consent provisions that must be adhered to

Electronic Signatures Legislation: Federal and state laws governing electronic signatures, including Electronic Signatures in Global and National Commerce Act (E-SIGN) and Uniform Electronic Transactions Act (UETA)

Written Consent Requirements: Verification of whether state law permits action by written consent and whether unanimous consent is required for the specific action

Documentation Requirements: Requirements for proper documentation and record-keeping of the circular resolution process and outcomes

Time Frame Regulations: Legal requirements regarding the effective date of resolutions and any timing constraints for document circulation and response

Notice Requirements: Requirements for providing notice to non-consenting shareholders and other stakeholders as required by law

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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