CORPORATE BOARD MINUTES OR UNANIMOUS WRITTEN CONSENT
Company Name: [[Company Legal Name]]
State of Incorporation / Formation: [[State of Incorporation]]
Type of Entity: [[Corporation / LLC (board-managed)]]
Meeting Type: [[In-Person Meeting / Virtual Meeting / Unanimous Written Consent in Lieu of Meeting]]
Date of Meeting or Consent: [[Meeting or Consent Date]]
Time: [[Start Time, e.g. 9:00 a.m.]] - [[End Time]]
Place: [[Physical Address or "Virtual via [platform]"]]
Presiding Officer: [[Chairperson / President Name]]
Secretary: [[Secretary Full Name]]
ATTENDEES AND QUORUM
The following directors (or managers, if LLC) were present, constituting a quorum under the bylaws and applicable state law:
- [[Director 1 Full Name]] - [[Title or "Director"]]
- [[Director 2 Full Name]] - [[Title or "Director"]]
- [[Director 3 Full Name]] - [[Title or "Director"]]
- [[Director 4 Full Name]] - [[Title or "Director"]]
[[Additional directors or "All directors were present or participated."]]
A quorum of the Board was present throughout the meeting (or all directors executed this written consent). Notice of the meeting was duly given in accordance with the bylaws (or waived by all participants).
MATTERS CONSIDERED
The Board considered the following matters:
- [[Brief description of first matter, e.g., "Approval of opening a corporate bank account at [[Bank Name]]"]]
- [[Brief description of second matter if any]]
- Review and approval of prior minutes (if applicable).
RESOLUTIONS ADOPTED
The following resolutions were duly adopted by the affirmative vote of a majority (or such higher threshold as required by the bylaws or governing documents) of the directors present:
Resolution 1 - Authorization of Specific Corporate Action
RESOLVED, that the Board hereby authorizes, approves, and ratifies the following corporate action on behalf of [[Company Legal Name]]:
[[Detailed description of the action - e.g., "the opening and maintenance of a business checking account (the 'Account') at [[Bank Name]], with account number to be assigned, located at [[Bank Branch Address if known]]. The following persons are authorized to sign checks, make withdrawals, transfer funds, and execute all documents necessary to establish and operate the Account: [[Authorized Signers, e.g. [[CEO Name]], [[CFO Name]]]]. Any one of the authorized signers may act alone."]]
RESOLVED FURTHER, that the officers of the Company are authorized and directed to execute, deliver, and perform any and all agreements, instruments, and documents, including signature cards, resolutions in the form required by the bank, and any amendments, as may be necessary or appropriate to carry out the foregoing resolution.
RESOLVED FURTHER, that any actions taken by the officers prior to the adoption of these resolutions that are consistent with the intent of these resolutions are hereby ratified, approved, and confirmed.
Resolution 2 - Officer Appointment or Authorization (Example Variant)
RESOLVED, that [[Officer Full Name]] is hereby appointed to the office of [[Office, e.g. Chief Financial Officer / Treasurer]] of the Company, effective as of [[Effective Date]], to serve until a successor is duly elected and qualified or until earlier resignation or removal in accordance with the bylaws.
RESOLVED FURTHER, that the appointed officer shall have all powers and duties incident to such office under the bylaws and applicable law, including authority to [[specific powers, e.g., execute contracts up to $[[Dollar Limit]], open bank accounts, hire employees within approved budget]].
Resolution 3 - Additional Action (Equity, Contract, etc.)
RESOLVED, that the Company is authorized to [[describe additional action, e.g., "issue [[Number]] shares of common stock to [[Recipient Name]] in consideration of [[services / cash / property]] valued at $[[Valuation]] pursuant to the Company's 20[[XX]] Equity Incentive Plan"]].
RESOLVED FURTHER, that the proper officers are authorized to take all steps necessary to effect the foregoing, including filing any required notices with state or federal regulators and updating the Company's stock ledger and capitalization table.
VOTING RECORD
The above resolutions were adopted by the following vote:
| Director Name | In Favor | Opposed | Abstain | Absent |
|----------------------------|----------|---------|---------|--------|
| [[Director 1 Full Name]] | [X] | [ ] | [ ] | [ ] |
| [[Director 2 Full Name]] | [X] | [ ] | [ ] | [ ] |
| [[Director 3 Full Name]] | [X] | [ ] | [ ] | [ ] |
| [[Director 4 Full Name]] | [X] | [ ] | [ ] | [ ] |
Total: [[Number]] in favor, 0 opposed, 0 abstentions. The resolutions passed.
ADJOURNMENT
There being no further business to come before the Board, the meeting was adjourned at [[End Time]] on [[Meeting Date]].
CERTIFICATION BY SECRETARY
I, [[Secretary Full Name]], Secretary of [[Company Legal Name]], hereby certify that:
- I am the duly elected and acting Secretary of the Company.
- The foregoing is a true and complete copy of the minutes of a meeting of the Board of Directors (or the unanimous written consent) of the Company held (or executed) on the date first written above.
- A quorum was present (or all directors participated in the consent).
- The resolutions set forth above were duly adopted in accordance with the Company's governing documents and applicable law.
- These minutes (or consent) have been entered into the minute book of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand this [[Certification Date]].
_____________________________________________
[[Secretary Full Name]]
Secretary
[[Company Legal Name]]
ALTERNATIVE: UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS IN LIEU OF MEETING
Pursuant to [[State Corporation Statute, e.g. Delaware General Corporation Law § 141(f) / applicable state law]] and the bylaws of [[Company Legal Name]], the undersigned, being all of the directors of the Company, hereby consent in writing to the adoption of the following resolutions without a meeting:
[Insert the RESOLVED clauses from above here, adapted as needed.]
This Consent may be executed in counterparts (including electronic or PDF signatures), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Directors' Signatures:
[[Director 1 Full Name]] _______________________________ Date: [[Date]]
[[Director 2 Full Name]] _______________________________ Date: [[Date]]
[[Director 3 Full Name]] _______________________________ Date: [[Date]]
[[All remaining directors]]
BOARD VS. SHAREHOLDER AUTHORITY NOTES
Certain corporate actions require only board approval (ordinary course matters such as opening bank accounts, hiring officers within approved compensation bands, entering routine contracts, and adopting policies).
Actions typically requiring shareholder approval (or both) include:
- Amendment of articles or bylaws (fundamental changes).
- Issuance of shares beyond authorized capital or in certain cases.
- Merger, consolidation, or sale of substantially all assets.
- Dissolution or liquidation.
- Election / removal of directors (shareholder action).
The Board should consult counsel when the proposed action may cross these thresholds or when the governing documents impose higher approval requirements.
RECORDKEEPING IN THE CORPORATE MINUTE BOOK
- The Secretary shall cause a copy of these minutes or the executed unanimous written consent, together with any exhibits, notices, and waivers, to be placed in the Company's official minute book (physical or electronic) promptly after adoption.
- The minute book is the primary corporate record. It should be maintained securely and made available for inspection by directors, shareholders (to the extent permitted by law), and auditors.
- Electronic records are acceptable if they are tamper-evident, backed up, and capable of being printed or produced in human-readable form upon request.
- Retention: Corporate minutes are generally kept for the life of the entity plus any statute of limitations period applicable to claims that could arise from the actions documented (typically at least seven years; longer for certain regulated entities or tax matters).
GENERAL PROVISIONS AND BEST PRACTICES
- Bylaws Control. All actions must comply with the Company's current bylaws, shareholder agreements, and applicable state corporate law. If the bylaws require supermajority or unanimous votes for certain actions, obtain the required threshold.
- Conflicts of Interest. Any director with a personal interest in a matter should disclose the interest and recuse from the vote (or follow the procedure in the bylaws or state law for approval of interested transactions).
- Documentation of Assumptions. All [[bracketed]] fields are user-supplied variables. The Company should retain the input sheet or form used to generate this document with the signed original.
- Legal Review. While this template provides standard language for common corporate actions, material or unusual actions should be reviewed by qualified corporate counsel licensed in the state of incorporation before execution.
- Counterparts and Electronic Signatures. Execution by electronic signature, DocuSign, or PDF is generally effective under the ESIGN Act and state equivalents, provided the method reliably identifies the signer and indicates intent to sign.
- Filing Requirements. Resolutions authorizing bank accounts, securities offerings, or regulated activities may trigger filing or notice obligations with banks, state agencies, or the SEC. Officers are responsible for completing all required steps.
EXHIBIT A - SAMPLE ACTION DETAILS (ATTACH AS NEEDED)
Action Type: [[Bank Account Opening / Officer Appointment / Contract Approval / Equity Issuance / Other]]
Counterparty / Bank / Details: [[Full details]]
Key Terms: [[Summarize material terms]]
Attachments: [[List of attached exhibits, e.g., term sheet, bank resolution form, draft agreement]]
Template - not professional (legal/financial/medical) advice. This document is a template for board resolutions and minutes. Corporate law and approval thresholds vary significantly by state of incorporation and by the company's governing documents. Required approvals, quorum rules, and filing obligations must be verified against current statutes and the company's bylaws or operating agreement. Directors and officers should consult qualified legal counsel. As of June 2026.
