Board Resolution Sample Word

BOARD RESOLUTION OF [COMPANY FULL LEGAL NAME]

Document ID: BR-[YYYY]-[SEQ-NUM]
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Country]

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a template provided for informational purposes and constitutes legal drafting guidance. It does not constitute formal legal advice. Corporate resolutions must comply with the specific requirements set forth in the entity’s Articles of Incorporation, Bylaws, and the governing corporate statutes of the jurisdiction of formation. Counsel should verify that the quorum requirements and voting thresholds (e.g., majority or supermajority) are met in accordance with the company’s internal governance documents prior to execution.

I. RECITALS

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

WHEREAS, the Board of Directors (the "Board") of the Company has determined that it is in the best interest of the Company to authorize the following corporate action(s) regarding [Description of Transaction/Action, e.g., the Engagement of Service Provider];

NOW, THEREFORE, BE IT RESOLVED, that the following actions are hereby ratified, confirmed, and approved by the Board.

II. OPERATIVE CLAUSES

1. SCOPE OF AUTHORIZATION The Board hereby authorizes the Company to enter into an agreement with [Client/Counterparty Full Legal Name] ("Counterparty") for the provision of [Detailed Service Description] as set forth in the attached Exhibit A (the "Agreement").

2. COMPENSATION AND PAYMENT TERMS The Company is authorized to disburse funds in the amount of [Amount in USD] (the "Fee"). Payment shall be made within [Number] days of receipt of a valid, undisputed invoice. Any payments not received by the due date shall accrue interest at a rate of [1.5]% per month or the maximum rate permitted by law, whichever is lower.

3. TERM AND TERMINATION This authorization shall remain in effect for the term of the Agreement, which shall commence on [Effective Date] and continue until [Termination Date], unless terminated earlier. Either party may terminate the Agreement upon [Number] days' prior written notice for convenience. In the event of a material breach, the non-breaching party may terminate immediately provided the breaching party has failed to cure such breach within [30] days of receipt of written notice.

4. INTELLECTUAL PROPERTY OWNERSHIP All deliverables, materials, and work products generated by the Counterparty for the Company under this resolution shall be deemed "work made for hire." To the extent any such work product does not qualify as "work made for hire," the Counterparty hereby irrevocably assigns all right, title, and interest in such intellectual property to the Company.

5. CONFIDENTIALITY AND NON-DISCLOSURE The parties shall maintain in strict confidence all proprietary, financial, and trade secret information disclosed during the term of the engagement. This obligation shall survive the termination of the engagement for a period of [Three (3)] years.

6. REPRESENTATIONS AND WARRANTIES The Company represents that it has the full power, authority, and legal right to enter into the transaction contemplated herein and that such action does not conflict with its Articles of Incorporation or Bylaws.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION To the maximum extent permitted by law, the Company’s aggregate liability under the authorized transaction shall not exceed the total fees paid under the Agreement. The Counterparty agrees to indemnify, defend, and hold harmless the Company and its directors, officers, and employees from any third-party claims arising out of the Counterparty’s gross negligence or willful misconduct.

8. DISPUTE RESOLUTION AND GOVERNING LAW This resolution and any resulting agreements shall be governed by the laws of [Jurisdiction]. Any dispute arising hereunder shall be submitted to binding arbitration in [City, State], administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

9. MISCELLANEOUS

• Severability: If any provision is held invalid, the remainder of this resolution shall continue in full force.
• Counterparts: This resolution may be executed in counterparts, each of which shall be an original.
• Entire Agreement: This resolution constitutes the entire understanding between the parties regarding the subject matter hereof.

III. EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [COUNTERPARTY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

IV. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use the 'Find and Replace' function to replace all bracketed items (e.g., [Company Full Legal Name]) with your specific entity data.
2. Authority Verification: Consult your Bylaws or Operating Agreement to confirm who holds the authority to execute this resolution (usually the Board Chair, President, or CEO).
3. Drafting the Minutes: Ensure this resolution is pasted into the formal Minutes of the Board meeting at which the vote took place.
4. Digital Execution: Upload the finalized PDF version to a secure e-signature platform (e.g., DocuSign, Adobe Sign, or PandaDoc). Ensure the "Audit Trail" feature is enabled for legal evidentiary requirements.
5. Corporate Record Retention: Store the executed resolution in the Company’s "Minute Book"—either a physical binder or a secure, encrypted digital document management system. Retain for a minimum of seven (7) years post-termination to satisfy potential audit or tax requirements.