Directors' Resolution

Protect your Corporation and its board of directors by legally recording all decisions of the Corporation and its board of directors.

LawDepot's Directors' Resolution features:

Choice of Directors' Resolution or Minutes of Directors' Meeting
Choice of most common resolutions
Add your own resolution
Thorough, comprehensive and easy to use
Also known as Written Consent to Action and Directors' Consent to Action

If you wished to have minutes or resolutions of shareholders' meetings, try our Shareholders' Resolution.

We regularly maintain this contract. Last Modified: July 2008

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Directors' Resolution Details

Check to Show Hints for Completing this Form

This software has the flexibility to let you quickly create the Directors' Resolution document you want. It does this by providing many options with appropriate defaults.

One common default is 'Do Not Specify'. This default means that the finished agreement will not have a clause dealing with that topic. The benefit of not specifying is that you get a shorter and simpler document, and in some cases, the issue may not even be applicable; however, the document will be less precise.

If you are unsure of an answer, you can leave the answer blank and a blank line will be inserted in the place of your answer. You will be able to fill in that answer later (but before the contract is signed).

Governing Law:

Q. What is the governing law?

A. The governing law will be the jurisdiction in which the business was incorporated. The law of the governing jurisdiction will provide the authority for how the corporation will be managed and administered.

State:

Type of Document:		Q. What is the difference between a Minutes and Consent to Action Without Meeting? A. The minutes are a written document that describes items discussed by the directors during a board meeting, including actions taken and resolutions passed. A Consent to Action Without Meeting is written documentation describing an action authorized by the board of directors of a corporation.
Where a Director's Resolution is required without a directors meeting, select the "Consent to Action Without Meeting"

Corporation Details:

Name of the Corporation:
President of the Corporation:
Chairperson of the Meeting:	Q. Who is the chairperson of a meeting of the board? A. The chairperson of a meeting of the board of directors is a director who has been elected by the board to preside over board meetings. If the chairperson is absent from a meeting, then the chief executive officer or president (or in their absence a vice-president) may preside over a meeting. If all these individuals are absent then another director can be chosen to preside over a meeting.
Secretary of the Meeting:

Meeting Details:

Address of the Meeting:
	(e.g. City, State, Zip Code)
Date of the Meeting:
	(e.g. November 21, 2008)
Minutes of Last Regular Meeting Adopted:

Directors:

Number of Directors:		Present
First Director's Name:
Second Director's Name:
Third Director's Name:
Fourth Director's Name:
Fifth Director's Name:
Sixth Director's Name:
Seventh Director's Name:
Eighth Director's Name:
Ninth Director's Name:
Tenth Director's Name:
All Directors were Present:	YesNo
Check which Directors were present at the meeting.

Resolutions:

Director Resolution to change Registered Office Q. What is the "registered office" of a corporation? A. The registered office of a corporation is the address within the jurisdiction where important corporate documents, such as the minute book, are kept, and where legal and other official documents may be sent. The registered office is the address that is on record with the government department responsible for registering corporations.

Current Registered Office:
New Registered Office:
	(e.g. City, State, Zip Code)

Director Resolution to change Registered Agent Q. Who is the "registered agent" of a corporation? A. The registered agent of a corporation is the person designated to receive legal and other official documents on behalf of a corporation.

Current Registered Agent:
New Registered Agent:
	(e.g. Agent Name, City, State, Zip Code)

Director Resolution to approve share transfer

Current Owner of Shares:
New Owner of Shares:
Old Share Certificate Number:
	(e.g. A-6, 23, etc.)
Is New Certificate Number Known:
New Share Certificate Number:	(e.g. A-6, 23, etc.)
Description of Shares:
	(e.g. Class A voting, Class C redeemable, Class D Series 1, etc.)
Quantity of Shares:
	(e.g. 10, 500, etc.)

Director Resolution to issue new shares

Number of New Share Transactions:
How many new share certificates are to be issued.

Transaction Details First Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Second Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Third Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Fourth Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Fifth Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Sixth Transaction
Number of Shares:
	(e.g. 10, 500, etc.)
Description of Shares:
	(e.g. Class A voting, Class B non-voting, Class C preferred, etc.)
Consideration for each share of stock:
	Enter an amount to be paid for each share of stock (e.g. 500.00, 10,000.00, etc.)
New owner of shares:
	Enter the name of the owner of these shares (e.g. Robert Smith, Betty Thompson, etc.)
New Share Certificate Number:
	Enter a new share certificate number if known. (e.g. A‑6, 23, etc.)

Currency:

All monetary amounts will be in the designated currency. Select the currency type: USD (US Dollars), CAD (Canadian Dollars) etc.

Director Resolution to issue dividend Q. What is a dividend? A. A dividend is a payment made to shareholders based on the number of shares they own. Payment can be in the form of cash (most common), new shares or even as an ownership interest in other corporate property. The amount of the dividend payment is generally a reflection of the corporation's after-tax earnings (profit). Whether or not a dividend payment is made to shareholders is decided by the directors of the corporation.

Currency:	All monetary amounts will be in the designated currency. Select the currency type: USD (US Dollars), CAD (Canadian Dollars) etc.
Dividend amount per share:
	(e.g. 1.12, 21.00, etc.)
Share description:
	(e.g. Class A voting, Class C redeemable, Class D Series 1, etc.)
Dividend Date:
	Any person who is a shareholder on the dividend date is entitled to a dividend (e.g. November 21, 2008)

Director Resolution to redeem shares

Shareholder name:
Currency:	All monetary amounts will be in the designated currency. Select the currency type: USD (US Dollars), CAD (Canadian Dollars) etc.
Redemption amount per share of stock:
	(e.g. 100.00, 1000.00, etc.)
Number of Shares to be redeemed:
	(e.g. 100, 1000, etc.)
Description of Shares to be redeemed:
	(e.g. Class A voting, Class C redeemable, Class D Series 1, etc.)

Director Resolution to approve banking resolution

A banking resolution approves the opening and operation of a bank account with a specific bank or institution.

Bank Name:
Account Description:
	(e.g. checking account, lockbox account, etc.)
Number of Signing Officers:

Name of first signing officer:

Name of second signing officer:

Name of third signing officer:

Name of fourth signing officer:

Name of fifth signing officer:

Name of sixth signing officer:

Director Resolution to enter into a contract

Describe the Contract and purpose of the Contract:
	(e.g. a contract with ABC Corporation for the rental of a photocopier)

Director Resolution to retain an independent contractor

Contractor's Name:
Describe the general work that the contractor will be doing:
	(e.g. providing bookkeeping services; providing network design and installation, etc.)

Director Resolution to enter into an employment contract

Employee's Name:
Employee Job Title:
	(e.g. bookkeeper)

Director Resolution to sell all assets in the Corporation

Purchaser name:

Director Resolution to dispense with annual audit and auditor It may be useful to dispense with an annual audit where the corporation is owned by a small group of related individuals. However banks, business creditors and potential investors will appreciate the transparency of an annual audit. Check your local statutes and regulations to ensure that this resolution is allowed in your jurisdiction.

Director Resolution to revoke signing authority

Number of signing authorities to revoke:

Name of first officer to be revoked:

Name of second officer to be revoked:

Name of third officer to be revoked:

Name of fourth officer to be revoked:

Name of fifth officer to be revoked:

Name of sixth officer to be revoked:

Director Resolution to appoint signing authority

Number of signing officers to appoint:

Name of first signing officer:

Name of second signing officer:

Name of third signing officer:

Name of fourth signing officer:

Name of fifth signing officer:

Name of sixth signing officer:

Director Resolution to remove an officer

Number of officers to remove

First officer removed
Name of first officer removed:
Title of first officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second officer removed
Name of second officer removed:
Title of second officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third officer removed
Name of third officer removed:
Title of third officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth officer removed
Name of fourth officer removed:
Title of fourth officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth officer removed
Name of fifth officer removed:
Title of fifth officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth officer removed
Name of sixth officer removed:
Title of sixth officer removed:
Do you wish to state cause for removal:
Number of Causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Director Resolution to appoint a new officer

Number of Officers to appoint:

Name of first officer:
Title of first officer:

Name of second officer:
Title of second officer:

Name of third officer:
Title of third officer:

Name of fourth officer:
Title of fourth officer:

Name of fifth officer:
Title of fifth officer:

Name of sixth officer:
Title of sixth officer:

Director Resolution to accept the resignation of a director

Number of directors resigning

Name of first resigning director:

Name of second resigning director:

Name of third resigning director:

Name of fourth resigning director:

Name of fifth resigning director:

Name of sixth resigning director:

Director Resolution to remove a director

Number of directors to remove

First director removed
Name of first director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second director removed
Name of second director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third director removed
Name of third director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth director removed
Name of fourth director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth director removed
Name of fifth director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth director removed
Name of sixth director to be removed:
Do you wish to state the reason for removal:
Number of causes:

First Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Second Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Third Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fourth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Fifth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Sixth Cause:

(e.g. releasing corporate information to the media where such release was not duly authorized by the Corporation)

Director Resolution to appoint a new director

Number of directors to appoint

Name of first new director:

Name of second new director:

Name of third new director:

Name of fourth new director:

Name of fifth new director:

Name of sixth new director:

User Defined Resolution

Number of Resolutions:

First Resolution:

Second Resolution:

Third Resolution:

Fourth Resolution:

(e.g. Bylaws No. 1 and No. 2 which are attached to this resolution as Schedule #1 and #2 are made Bylaws of the Corporation and copies of such Bylaws are directed to be inserted into the Minute and Record Book of the Corporation) (e.g. Bylaws No. 1 and 2 submitted to and read at this meeting of the Board of Directors of the Corporation are declared to be the Bylaws of the Corporation and copies of such Bylaws are directed to be inserted into the Minute and Record Book of the Corporation.)

Date Resolutions Signed:

(e.g. November 21, 2008)

Are the resolutions effective on the date signed?

Date Resolution is Effective:

Q. I do not know when this Resolution will become effective. Can I fill in the date later?

A. Yes -