What Is a Written Action of the Board of Directors?
A written action allows the Board of Directors of a corporation to approve decisions without holding a formal meeting. When all directors sign a written action, it has the same legal effect as a vote taken at a properly convened meeting. This is the corporate counterpart to the Written Action of the Board of Governors used in LLCs.
Written actions are commonly used to appoint officers, authorize bank accounts, and approve significant contracts or transactions. Business owners and attorneys can use the example below as a template.
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Written Action of Board of Directors Template
WRITTEN ACTION OF THE BOARD OF DIRECTORS OF [COMPANY], INC.
The undersigned, being all of the Directors of [COMPANY], Inc., a Minnesota corporation (the “Corporation”), acting pursuant to the provisions of Minnesota Statutes, consent to the adoption of and do hereby adopt the following resolutions, effective as of [EFFECTIVE DATE]:
Appointment of Officers
RESOLVED, that the following persons be and hereby are appointed as officers of the Corporation, each to serve until the next annual meeting of shareholders and until their successors shall have been duly appointed and qualified:
President: [NAME] Secretary: [NAME] Treasurer: [NAME]
Authorization of Bank Account
RESOLVED, that the Treasurer is hereby authorized and directed to open and maintain a bank account in the name of the Corporation at [BANK NAME], and that the President and Treasurer are each authorized as signatories on said account, with authority to deposit and withdraw funds, execute checks, and conduct all banking transactions on behalf of the Corporation.
Approval of Contract
RESOLVED, that the President is hereby authorized and directed to negotiate, execute, and deliver on behalf of the Corporation a [DESCRIBE CONTRACT OR TRANSACTION] with [COUNTERPARTY NAME], on such terms and conditions as the President deems to be in the best interests of the Corporation.
General Authority
RESOLVED, that the officers of the Corporation are hereby authorized and directed to execute and deliver all documents and to take all actions as may be necessary or advisable to carry out the intent of the foregoing resolutions.
______________________________ [DIRECTOR NAME], Director
______________________________ [DIRECTOR NAME], Director
How to Use This Template
Copy the template text above into your word processor and replace each [BRACKETED FIELD] with your company’s information. Add or remove resolution sections to match the specific actions the Board of Directors needs to authorize. Adjust the number of Director signature lines and officer positions to match your corporation’s structure. Each Director must sign for the written action to be effective.
More Business Templates
Go here for more free examples and templates of LLC and corporate meeting minutes and written actions.
