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Board Minutes and Resolutions Toolkit: Corporate Governance and Continuous Disclosure
Practical Law Toolkit w-019-8554 (Approx. 7 pages)
Board Minutes and Resolutions Toolkit: Corporate Governance and Continuous Disclosure
by Practical Law Corporate & Securities
| Maintained • USA (National/Federal) |
A collection of resources for companies and their internal and external counsel to use when preparing or reviewing minutes or resolutions of the board of directors. This Toolkit focuses specifically on resolutions for corporate governance and continuous disclosure.
Corporate minutes are an official and permanent record of the actions taken by a corporation's governing body. Board minutes reflect the discussions held, authorizations granted and actions taken by the board of directors of an entity. The minutes and any resolutions adopted must refer to any documents presented to the board for approval. How a document is described in the minutes impacts the extent of the permanent record and the ability of parties outside of the company to access the document.
Not all board actions require resolutions. For example, board resolutions are not necessary to approve business reports, updates or committee reports that do not involve taking any additional action. However, resolutions may be necessary or desirable (or both):
- To establish or delegate authority and responsibilities.
- To evidence that appropriate corporate action was authorized or taken (for example, where the secretary must certify that resolutions were adopted or that certain officers are authorized to act on behalf of the company).
- If required by federal securities laws, state corporate law, or the company's charter documents.
- For matters that exceed management's authority.
This Toolkit is a compilation of continuously maintained resources to help guide companies and their internal and external counsel when preparing or reviewing minutes or resolutions of the board of directors. These resources focus specifically on resolutions for corporate governance and continuous disclosure. For a Toolkit that focuses on resolutions for capital markets transactions, see Board Minutes and Resolutions Toolkit: Capital Markets Transactions.