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Board and Shareholder Resolutions Toolkit (CA)
Practical Law Toolkit w-036-9552 (Approx. 7 pages)
Board and Shareholder Resolutions Toolkit (CA)
by Practical Law Corporate & Securities
| Maintained • California |
A collection of board and shareholder resolutions for a privately held California corporation that can be included in board or shareholder minutes or written consents. This Toolkit also includes forms of board minutes and board and shareholder written consents for use with the resolutions.
A corporation's business and affairs are managed, and its corporate powers are exercised, by or under the direction of the board of directors, subject to the provisions of the California Corporations Code (Code) (Cal. Corp. Code §§ 1 et seq.) and any limiting provisions in the articles requiring shareholder approval of specified actions (Cal. Corp. Code § 300(a)). The board discharges this responsibility by:
- Appointing officers to run the corporation's day-to-day operations, propose strategies and objectives, and implement corporate plans.
- Supervising the officers.
- Making major decisions for the corporation (such as selling the corporation or entering into a significant joint venture).
Under the Code, the board can delegate management of corporate operations to any officers and committees or other agents who act under the direction of the directors (Cal. Corp. Code §§ 300(a) and 311). 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 Code restricts the activities that a committee can conduct. A committee appointed by the board, to the extent provided in the board resolution or bylaws, has the authority of the board, except regarding:
- Approval of any action that also requires shareholder approval or approval of the outstanding shares.
- Filling board or board committee vacancies.
- Fixing the compensation of directors for serving on the board or a board committee.
- Amending or repealing bylaws or adopting new bylaws.
- Amending or repealing any board resolution which by its express terms is not amendable or repealable.
- Making a distribution, except at a rate, in a periodic amount or within a price range set out in the articles or determined by the board.
- Appointing other board committees or members of board committees.
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 (CA)).
The board or shareholders can act at a meeting or by written consent. The resolutions in this Toolkit represent certain common actions taken by these parties. They are included in written consents formatted as standard documents or as stand-alone resolutions formatted as standard clauses that can be inserted into board or shareholder minutes or a written consent, such as the following Standard Documents:
While not specific to California companies, for further, general information on preparing minutes, 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).