The business and affairs of a corporation are managed by its board of directors. This power is codified in Section 701 of the New York Business Corporation Law (NYBCL) (NYBCL §§ 101 et seq.). The board discharges this responsibility by:

New York law permits, and corporate organizational documents typically authorize, the board to delegate any of its powers to a committee of directors. However, while board committees have significant power, the NYBCL restricts the activities that a committee can conduct. A duly appointed committee (such as an executive or nominating committee) holds all powers delegated to it by the full board (or as otherwise provided for in the certificate of incorporation or by-laws), other than the power to:

(NYBCL § 712(a).)

While the shareholders do not manage the corporation themselves, they do elect directors to the board. They also can exit the corporation by selling their shares and have limited statutory consent rights to approve certain fundamental transactions (see Corporate and LLC Consents Required for Mergers and Acquisitions Chart (NY)).

The board and shareholders take action by passing resolutions either at a meeting or by written consent. The resolutions in this Toolkit approve certain common actions these parties take. The resolutions are included either in written consents or they are formatted as standard clauses that can be inserted into minutes or a written consent, such as:

For further information on preparing minutes across jurisdictions, see Preparing Minutes: Checklist.

This Toolkit is a collection of board and shareholder resolutions for a private corporation. For resolutions of board committees or resolutions taken by boards and shareholders of public companies, see Board and Stockholder Resolutions Toolkit (DE Corporation).