Board Resolution Sample for Sec

CORPORATE ACTION RECORD: UNANIMOUS WRITTEN CONSENT

Document ID: BR-SEC-202X-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Province of Incorporation]

1. STATUTORY & LEGAL COMPLIANCE NOTICE

Disclaimer: This document constitutes a template for a Board Resolution pertaining to U.S. Securities and Exchange Commission (SEC) filings. It is provided for informational purposes and does not constitute formal legal advice. Compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934 requires strict adherence to internal bylaws and state corporate statutes. Counsel should review all filings for accuracy and materiality to mitigate risk of liability under Rule 10b-5.

2. BOARD RESOLUTION: AUTHORIZATION OF SEC FILING

WHEREAS, [Company Full Legal Name] (the "Company") is a corporation duly organized and existing under the laws of [Jurisdiction];

WHEREAS, the Board of Directors (the "Board") has determined that it is in the best interests of the Company and its shareholders to authorize, approve, and ratify the preparation and filing of the [Form 10-K/10-Q/8-K/S-1] (the "SEC Filing") with the Securities and Exchange Commission;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the Chief Executive Officer, the Chief Financial Officer, and/or the General Counsel (the "Authorized Officers") to execute, sign, and deliver the SEC Filing, including all exhibits and amendments thereto, in the name of and on behalf of the Company;

RESOLVED FURTHER, that the Authorized Officers are empowered to take all actions necessary to comply with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the execution of certifications required by Sections 302 and 906;

RESOLVED FURTHER, that the Board ratifies all prior actions taken by the Authorized Officers in connection with the preparation of said Filing, and the Secretary of the Company is instructed to maintain this resolution in the permanent corporate minute books.

3. OPERATIVE PROVISIONS & REPRESENTATIONS

I. Scope of Authority: The Authorized Officers shall have the full power and authority to amend the SEC Filing as they deem necessary to reflect material developments until the time of final submission to the SEC EDGAR system.

II. Representations & Warranties: The Company represents that all information contained in the SEC Filing is true, complete, and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

III. Indemnification: The Company shall indemnify, defend, and hold harmless the Authorized Officers and members of the Board from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to the good-faith execution and filing of the documents authorized herein.

IV. Confidentiality: Any non-public information disclosed in the drafting process of the SEC Filing shall be subject to the Company’s internal Confidentiality and Insider Trading Policy.

V. Dispute Resolution & Governing Law: This resolution shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising hereunder shall be resolved via binding arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

4. EXECUTION & SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

By Unanimous Written Consent of the Board of Directors:

Signature: _____________________________________
Printed Name: [Director Name]
Title: Director
Date: [Date]

Signature: _____________________________________
Printed Name: [Director Name]
Title: Director
Date: [Date]

ATTESTED BY:

Signature: _____________________________________
Printed Name: [Secretary Name]
Title: Corporate Secretary
Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Information Completion: Open this document in your preferred word processor. Use "Find and Replace" to replace all bracketed text (e.g., [Company Full Legal Name]) with your specific corporate details.
2. Verification of Authority: Verify that the signatories listed above constitute a quorum of the Board as defined by the Company’s Bylaws.
3. Drafting Verification: Ensure the SEC Filing referenced in the resolution aligns with the specific document type (e.g., Form 8-K for material events, Form 10-K for annual reports).
4. Digital Execution: Utilize an e-signature platform (DocuSign, Adobe Sign, or HelloSign) to obtain signatures. Ensure the platform creates a comprehensive "Audit Trail" or "Certificate of Completion."
5. EDGAR Filing: Once executed, the PDF should be retained in the corporate records. The text of the resolution may be required to be summarized or included as an exhibit in certain SEC filings.
6. Retention: File the original signed document in the corporate "Minutes of the Board of Directors" binder. This document must be retained for the life of the corporation plus seven (7) years to satisfy federal record-keeping requirements.