AI Board Resolution Generator

A board resolution is a formal document that records a decision or action taken by a corporation's board of directors. It authorizes specific corporate actions, documents the board's deliberation and approval, and becomes part of the permanent corporate record. Board resolutions are required for major decisions that exceed the authority delegated to officers in the bylaws or prior resolutions.

Common actions requiring board resolutions include executive compensation and employment agreements, major contracts and partnerships, capital expenditures above a set threshold, borrowing and lending activities, mergers and acquisitions, dividend declarations, share issuance and stock option grants, formation of board committees, adoption of corporate policies, and appointment or removal of officers.

Typically, a majority of directors present at a properly convened meeting where a quorum exists must vote in favor. The quorum requirement is usually a majority of the total board size, as defined in the bylaws. Some actions may require a supermajority vote. For written consents in lieu of a meeting, most states require unanimous written consent of all directors unless the articles or bylaws specify otherwise.

For resolutions passed at a board meeting, the resolution is typically certified by the corporate secretary and does not require individual director signatures, though the meeting minutes should record the vote. For resolutions by written consent without a meeting, each consenting director must sign. The corporate secretary then certifies the resolution as a true and correct copy of the board's action.

Board resolutions should be maintained in the corporation's minute book along with meeting minutes, written consents, and other governance documents. They should be organized chronologically and easily retrievable for reference by officers, auditors, banks, and legal counsel. Digital copies should be backed up securely. Proper record-keeping demonstrates corporate governance compliance and supports the corporate veil.