Board Motions and Resolutions - Ted T. Svitavsky, LLC, Attorneys & Counselors at Law

The form of resolutions presented are generally preceded by the word "RESOLVED" or in some instances contain introductory paragraphs followed by the words "Now Therefore Be It RESOLVED.” Although this may sometimes appear cumbersome, the form is traditional and still widely used. Obviously a resolution to be effective need not contain or be preceded by the word “RESOLVED,” but as a matter of style and in situations where formal minutes are being prepared, the use of the word “RESOLVED” is often preferred because it highlights and accentuates the particular company action being taken. The use of the word “RESOLVED” also helps the directors to understand what it is that they are being asked to vote on since directors comments or explanatory and prefatory remarks can be inadvertently incorporated into company resolutions at the time of vote. The chairman at a meeting will also generally call for a “resolution” when the board or shareholders are to act and the Code in several places specifies that certain board or shareholder action should be by appropriate “resolution,” e.g., on dissolution of the company.

Where there is board action by unanimous written consent, particularly in closely held companies, the board’s action is often listed in the form of statement of company action without the word “RESOLVED” being used.

The undersigned, being all of the directors of __________, a Colorado company, hereby consent that the following action(s) be taken without a meeting as authorized by the Colorado Company Code and in lieu of a regular meeting of the directors:__________.

RESOLVED, that hereafter, but subject to prior change by resolution, it is not necessary for the secretary of the company to recite in the minutes of the company the name of any board member making a motion or the name of any board member seconding a motion unless requested by any such board member.

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FURTHER RESOLVED, that hereafter, but subject to prior change by resolution, that the name of any board member abstaining or voting against a resolution of the Board be noted in the minutes of the company.

FINALLY RESOLVED, that hereafter, but subject to prior change by resolution, motions shall take the following form in the minutes of the company, as may be appropriate:

RESOLVED, that ________________.
FURTHER RESOLVED, that _____________________.
FINALLY RESOLVED, that _____________________.

RESOLVED, that hereafter, but subject to prior change by resolution of the board of directors, the regular meetings of the board shall be held at __________ (Address), __________ (City), __________ (State), on the __________ (e.g. third Tuesday of April, July, October, January), at the hour of _____ __.m., commencing __________ (Date), without further notice as provided in the bylaws.

RESOLVED, that a special meeting of the board of directors be held on __________. 20__, at _____ o’clock __.m., at __________ (Address), __________ (City), __________ (State), for the purpose of approving or rejecting __________ (e.g., an offer to purchase all the real property of the company), and the secretary is hereby directed to notify the members of the board not present of the time, place and purpose of said meeting.

RESOLVED, that the resignation of __________ as director of the company is hereby accepted with regret, the same to take effect on __________, 20__.

RESOLVED, that __________ is hereby appointed a director to fill the vacancy in the board of directors created by the resignation of __________, to serve for the remainder of the term of office of the resigning director.

RESOLVED, that the minutes of the last preceding meeting of the board of directors, held __________, 20__, are hereby approved.

RESOLVED, that the minutes of the last preceding meeting of the board of directors, held __________, 20__, are hereby approved, except that the word "__________" be eliminated from the resolution on the subject of __________ (or, that the reference to __________ was in error and the same is hereby deleted).

RESOLVED, that __________, __________, and __________, directors of the company, are hereby appointed as the executive committee of the company, to serve until the next annual meeting with full power and authority to exercise all authority of the board of directors in the interim periods between meetings of the directors or during such time or times that the board is not in session, except that, the executive committee may not act as the board in regard to those matters specifically exempted by law from executive committee actions or functions, or, as to __________ (state any further restrictions or limitations), and

FURTHER RESOLVED, that the executive committee shall render a report to the board of directors of all actions taken or other business considered at the next succeeding meeting of the board.

RESOLVED, that __________ is hereby elected and appointed to __________ (state office or title) of the company by (unanimous) (majority) vote of the directors present and constitution a quorum, to take office effective __________, 20________, and until the next annual meeting (or for a period of __________), at and for a salary of $______ per month (or per year).

RESOLVED, that the __________ (e.g. president) of the company is hereby authorized, until otherwise ordered, to enter into, execute and deliver in the name and on behalf of the company, any contract, agreement, conveyance or any other instrument that may be deemed by him necessary and proper for the business of the company, without further act or resolution of this board, and that the secretary is hereby authorized and directed to attach the company seal thereto and to attest the same by his signature.

RESOLVED, that the president and secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of the company, with __________ for the erection of __________, the construction thereof to be in accordance with plans and specifications on file in the office of the company, and for the price and upon the terms of payment contained in the written proposition submitted by __________ on the __________day of __________, 20__.

RESOLVED, that __________ is hereby appointed general manager of the company with duty to supervise and look after all matters pertaining to the management of the business of the company (or, a department of the operations of the company); to see that each and every department under his control is brought up to its highest efficiency; to make and sign all contracts with employees, salesmen, selling agencies, or others similarly engage, and such other contracts for goods, equipment, materials, supplies and services, which may be necessary or appropriate in the conduct of the affairs of the company, or place orders for any or all the same; to confer with and advise the president for the company and the full executive committee on all important matters as requested or as is appropriate; to make such reports as called for by the board of directors and the full executive committee; with full power and authority to hire, discharge from employment, and engage third party services of, those persons and firms as said general manger deems necessary and appropriate to the conduct of the business of the company and in its best interest, and with full authority to expend or incur liability on behalf of the company an amount of $______ for any single transaction or separate activity or service without proper approval of the board of directors or the full executive committee.

RESOLVED, that the firm of __________, of __________ __________, is hereby designated and appointed to act as __________ (state nature of service) (e.g. Management Consultant, Advertising Agency, Engineering Consultants, Marketing Consultants, Public Relations Consultants) for the oncoming fiscal year (or other time period), and the proper officers are authorized to pay the proper charges and expenses for such services.

RESOLVED, that the firm of __________, is hereby appointed auditors of the company, and that the remuneration for their services for the year 20__ be fixed at $______.

RESOLVED, that he law firm of __________ is appointed to act as attorneys for the company, and that they be paid the ordinary professional charges for their services.

RESOLVED, that the firm of __________ is hereby designated and appointed as general counsel of the company.

Each full time employee of more than __________ years service shall receive an annual bonus, payable upon completion of the year-end audit of the company and consolidated subsidiaries, equal to __________% of the pretax earnings for such audited year in excess of $__________ net of operating expenses, attributable to said companies.

RESOLVED, that the treasurer of the company is authorized and directed to pay to all of the officers and employees of the company Christmas bonuses in the total aggregate sum of $__________, to allocated to individuals on the basis of $__________ minimum to each recipient, and the remainder to be apportioned __________% to those employees of one to __________ years total employment by the company, __________% apportioned to those employees of __________ to __________ years total employment by the company, and __________% apportioned to those employees of greater length of total employment by the company.

Profit Sharing Plan Approved (Note: Care should be taking when using the terms “bonus or profit sharing”)

RESOLVED, that the proposed profit sharing plan presented to this meeting is hereby approved for implementation by the company, and the secretary is directed to place a copy of the plan in the minute book with the minutes of this meeting.

RESOLVED, that __________ (name of bank) be, and it is hereby designated the bank in which the funds of the company shall be deposited; and that the __________ (name of company officer) of the company be and is hereby authorized and empowered to open and keep an account in said bank, in the name of the company, and to cause to be deposited in the bank to the credit of the company, any and all moneys, checks, notes, drafts, acceptances or other evidences of indebtedness belonging to the company, and that the bank is hereby authorized to make payments from the funds of the company based on checks or drafts on the funds of the company, signed by the __________ (name of company officer), who is hereby authorized to sign, endorse, accept, make and execute any and all checks, notes, drafts and bills of exchange in the name of the company.

RESOLVED, that the proper officers of the company are authorized from time to time to borrow funds up to $__________ as needed for working capital purposes and to place required balances with banks for lines of credit. Such borrowings may be made pursuant to lines of credit from __________ (name of bank) or other banks or by issuing commercial paper backed by accepted lines of credit.

FURTHER RESOLVED, that the president or treasurer is hereby authorized on behalf of the company to open and maintain bank accounts with __________ and __________ and such other banking institutions of recognized standing as he may select; the authorized signers of checks for withdrawal orders in connection with the account shall be the persons whose names and signatures shall have been certified to such bank from time to time by the president or treasurer of the company to be officers of the company; and any such bank shall be fully protected in relying on any such certification by the president or treasurer until it shall have received written notice of change in any office or in such signing authority.

FINALLY RESOLVED, that if any bank shall require a depository or borrowing resolution in any form different from but generally consistent with the foregoing, such other resolution shall be deemed to have been duly approved and adopted hereby and be so certified by the president or treasurer whenever approved by the president or treasurer and a copy thereof has been inserted in the minute book on pages immediately following these resolutions.

RESOLVED, that the __________ (name of officer) of the company is authorized to negotiate with __________ for the lease and occupancy by the company of approximately __________ square feet of the real property and improvements located at __________, __________, Colorado, at and for a rental not to exceed __________ dollars ($______) annually (monthly) and subject to such other terms and provisions as said officer shall approve and deem proper (provided, that any proposed lease agreement shall be submitted to and be approved by the board of directors prior to its execution and delivery).

RESOLVED, that the company purchase from __________ certain real property located at __________ (street address), more particularly described as follows: __________ (insert legal description), and on the terms and conditions set forth in a certain agreement dated __________, 20__, a copy of which is attached hereto and made a part of the minutes of this meeting; and

FURTHER RESOLVED, that __________ (name of officer) is authorized and directed to take such action and execute and deliver on behalf of the company such notes, agreements, documents or instruments as may be necessary to accomplish the foregoing.