Are resolutions legally binding?

HOA resolutions are generally enforceable if they are reasonable, clear and comply with state and local laws. They cannot override state or federal laws. In NYS HOAs are generally governed by the NY Business Corporation Law and NY Condominium Act. I would need to know more about the scope of the Resolution and the process used to pass it before I would be able to provided advice as to viability.

If a company registers to do business in a state where it does not have a physical presence, it must designate a registered agent in that state to accept legal documents. This ensures compliance with state laws and provides a reliable way to receive official communications. A company can appoint itself as its registered agent to receive legal documents if it has a physical address in that state. In that situation, there would be no need to have a separate registered agent. Some business owners who work from home opt for a registered agent service, which can help protect privacy by keeping the individual's home address off public records. Feel free to reach out if you want a consultation or other legal services.

In New York, a business corporation is formed by filing a Certificate of Incorporation under Section 402 of the Business Corporation Law (BCL). The Certificate typically does not include the names of directors. The corporation’s bylaws outline the procedures for electing and removing directors, and shareholders often enter into a shareholders' agreement to address governance matters. To remove a director, the process is generally governed by the bylaws. If no bylaws exist, the BCL provides that removal usually requires a majority vote of the shares entitled to elect directors, unless a higher threshold is specified in the Certificate of Incorporation or bylaws.

I would highly recommend you have an attorney review this issue for you. There are many questions that require resolution prior to knowing whether the board’s action can be amended or revoked, including what your company’s foundational documents say about the powers of the board and the CEO. Further, without reading the resolution, I am not able to determine whether the board resolution simply allows the course of action if determined prudent (in which case, no modification necessary) or if the board is actually mandating the course of action. Regardless, a competent attorney should be able to advise you. I would be happy to assist if you like.

It is great that you're thinking about corporate governance as you expand. Corporate governance requirements depend on your entity type (corporation [C-Corp or S-Corp]/limited liability company) and state of formation and operations, which can differ. In addition to the state requirements, you are also governed by your Company Agreement or bylaws and their requirements. Effective corporate governance is not a one-size-fits-all proposition. Companies and industries have unique challenges, but there are practical solutions that enhance governance while supporting business growth and innovation. Working with a lawyer who understands business can help you set up governance procedures for now and as you grow.