What Is a Written Action of the Board of Governors?
A written action allows the Board of Governors of an LLC to approve decisions without holding a formal meeting. When all governors sign a written action, it has the same legal effect as a vote taken at a properly convened meeting. This is useful for routine governance decisions and for companies whose governors cannot easily meet in person.
Unlike the Written Action of the Organizer, which is used at the time of LLC formation, a Written Action of the Board of Governors is used for ongoing governance throughout the life of the company. Common uses include appointing or removing a chief manager, authorizing contracts or transactions, and approving annual budgets. Business owners and attorneys can use the example below as a template.
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Written Action of Board of Governors Template
WRITTEN ACTION OF THE BOARD OF GOVERNORS OF [COMPANY], LLC
The undersigned, being all of the Governors of [COMPANY], LLC, a Minnesota limited liability company (the “Company”), 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 Chief Manager
RESOLVED, that the following person be and hereby is appointed as the Chief Manager of the Company, to serve until the next annual meeting of members and until [HIS/HER] successor shall have been duly appointed and qualified:
[CHIEF MANAGER NAME]
Authorization of Contract
RESOLVED, that the Chief Manager is hereby authorized and directed to negotiate, execute, and deliver on behalf of the Company a [DESCRIBE CONTRACT OR TRANSACTION] with [COUNTERPARTY NAME], on such terms and conditions as the Chief Manager deems to be in the best interests of the Company.
Approval of Annual Budget
RESOLVED, that the annual budget for the fiscal year ending [DATE], as presented to the Board of Governors, is hereby approved and adopted, and the Chief Manager is authorized to make expenditures in accordance with said budget.
General Authority
RESOLVED, that the Chief Manager and any other authorized representative of the Company 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.
______________________________ [GOVERNOR NAME], Governor
______________________________ [GOVERNOR NAME], Governor
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 Governors needs to authorize. Adjust the number of Governor signature lines to match your LLC’s governance structure. Each Governor 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.
