BUSINESS CONTRACTS
Authorisation Letter / Board Resolution
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OVERVIEW
WHAT IS A BOARD RESOLUTION?
A board resolution is a written record of the decisions reached by the Board of Directors at a board meeting. It is a formal document that lists each corporate officer’s responsibilities and votes concerning a specific corporate decision. It is employed to write down every particular board meeting. The selected chairperson typically certifies it, and each board member at the meeting signs it correctly. It is a legal binding choice made by every company and is kept up with the minutes of Board meetings.
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CRITERIA
CRITERIA FOR PASSING A BOARD RESOLUTION
The board of directors is in charge of making major corporate decisions; nevertheless, they rarely participate in the business’s day-to-day operations. Board decisions trickle down the corporate structure, where the corresponding business units carry them out. Thus, board meetings are not regular, informal events.
A board resolution must meet two requirements to pass:
Quorum
A company’s charter specifies the bare minimum of directors needed to call a board meeting. A quorum is a term for this minimal quantity. For instance, if a corporation sets quorum at 2, it means that even if there are five total directors, at least two must attend each board meeting to approve a motion. The amount of quorum needed varies from company to company and largely depends on the size of the enterprise.
Chairman & Voting
The board designates one as the chairperson to ensure a board meeting runs smoothly. Also, this person has the power to cast the deciding “casting a vote,” which is used when a proposal receives equal votes from supporters and opponents. The chair must sign off on the board resolution’s certified final draught. Within a month following the meeting, the corporation records the board resolution in its books.
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