Resolutions: Definition, Example
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Quick Facts — Resolutions Lawyers
- Lawyers available: 17 corporate lawyers
- Clients helped: 33 recent resolutions projects
What is a Resolutions?
A resolution is an important part of doing business. They document the decisions made by a company's board of directors and help to ensure that everyone is on the same page with respect to the company's strategy and goals.
Corporate resolutions can be used for a variety of purposes, such as authorizing transactions, appointing officers, or ratifying contracts. If you're wondering what corporate resolutions are and how they can benefit your business, read on. We'll provide some tips on creating effective resolutions that will help your company achieve its objectives.
Resolutions Template
Resolutions Sample
CERTIFICATE OF THE SECRETARY OF
MEDALLION FINANCIAL CORP.
I, Marie Russo, hereby certify that I am the Secretary of Medallion Financial Corp., a Delaware corporation (the “Company”), and in such capacity, I hereby certify as follows:
| 1. | This certificate is being delivered to the Securities and Exchange Commission (the “SEC”) in connection with the filing of the Company’s fidelity bond (the “Bond”) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely upon this certificate for purposes of the filing. |
| 2. | I am the duly elected, qualified and acting Secretary of the Company, and have custody of the corporate records of the Company and am a proper officer to make this certification. |
| 3. | Attached hereto as Exhibit A is a copy of the resolutions approved by the Board of Directors of the Company, including a majority of the Board of the Directors who are not “interested persons” of the Company, approving the form and amount of the Bond. |
| 4. | Premiums have been paid for the period from November 11, 2007 to November 11, 2008. |
IN WITNESS WHEREOF, I have executed this Certificate as of the 13th day of November, 2007.
| /s/ Marie Russo |
| Marie Russo |
| Secretary |
Exhibit A
FORMS OF RESOLUTIONS
November 1, 2007
Fidelity Bond
RESOLVED, that the form and amount of the fidelity bond as previously described to the Board is hereby approved by the Board, including a majority of the Board who are not “interested persons” of the Company, as required by Rule 17g-1 under the Investment Company Act of 1940 (“Rule 17g-1”).
RESOLVED, that the Chief Compliance Officer of the Company be, and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to the fidelity bond as required by paragraph (g) of Rule 17g-1.
General Ratification and Authorization
RESOLVED, that all actions taken and all agreements, instruments, reports and documents executed, delivered or filed through the date hereof by the officers of the Company in the name and on behalf of the Company, in connection with the foregoing resolutions, are hereby approved, ratified and confirmed in all material respects; and
FURTHER RESOLVED, that the officers of the Company be and each is hereby authorized, empowered and directed to do and perform such acts and things which such officer deems necessary or desirable to carry out the foregoing resolutions, with such modifications, revisions, amendments or further agreements, instruments, or documents as such officer, in his or her discretion may deem necessary or desirable and in the best interest of the Company, and such officer’s taking of any such action, for and on behalf and in the name of the Company, and such officer’s execution, delivery and filing, for and on behalf and in the name of the Company, of any such agreement, instrument or document shall be conclusive evidence that he or she did so deem the same to be necessary or desirable and in the best interest of the Company.
Reference:
Security Exchange Commission - Edgar Database, EX-99.II 3 dex99ii.htm BOARD RESOLUTIONS, Viewed March 31, 2022, View Source on SEC.
Who Helps With Resolutions?
Lawyers with backgrounds working on resolutions work with clients to help. Do you need help with a resolutions?
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Meet some of our Resolutions Lawyers
Samuel R.
My career interests are to practice Transactional Corporate Law, including Business Start Up, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Business Transactional Agreements, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the Super Lawyers Southwest Rising Stars list for 2024 - 2026. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, and also trademark registration and licensing.
"Everything went very quick, I am very satisfied with the results."
Jane C.
Skilled in the details of complex corporate transactions, I have 15 years experience working with entrepreneurs and businesses to plan and grow for the future. Clients trust me because of the practical guided advice I provide. No deal is too small or complex for me to handle.
"Jane was great! Concise, efficient and on point with all the issues in our domestic partnership agreement. She understands the law and complexities of contracts and relationships. She was a tremendous help. I would definitely consult with her again!"
Sara S.
With over eleven years of intellectual property experience, I’m happy to work on your contract problem. I am very diligent and enjoy meeting tight deadlines. Drafting memoranda, business transactional documents, termination notices, demand letters, licenses and letter agreements are all in my wheelhouse! Working in a variety of fields, from construction to pharmaceutical, I enjoy resolving any disputes that come across my desk. I will prioritize your project, big or small. Please be ready and prepared with all relevant documentation so we can get started as soon as you click HIRE! Hourly rate projects will be billed hourly in accordance with the timesheet. Flat rate projects will be billed in segments. Choosing an hourly or flat rate is up to you. Absolutely no refunds.
"Sara was very helpful with the matter and we will work with her again."
Jennifer B.
I guide businesses and their owners through the intricacies of regulatory compliance, corporate governance, and high-stakes transactions. With a proven track record in deal structuring, due diligence, and building robust data protection and privacy frameworks, I deliver solutions that seamlessly align with my clients' goals while mitigating risks and driving success.
"I received exactly what I needed. The service was very professional, and what I appreciated most was the detailed, comprehensive review that was provided."
July 9, 2024
Joshua S.
Business-focused attorney with a proven track record of providing comprehensive organizational support in a fast-paced setting under increasingly tighter deadlines. With experience in not just Legal, but also in Sales and Finance, balancing corporate interests against risk exposure to produce the ideal organizational solution – i.e., “seeing the big picture” – comes naturally. Exceptional communicator who thrives at building trusted relationships both internally & externally, as well as distilling complex legal concepts into more easily digestible ideas. Highly adept negotiator with an extensive understanding of a wide variety of contractual arrangements (Purchasing, Leasing, SaaS, ISAs, BAAs, DPAs, NDAs, etc.), and a working knowledge of major domestic and global data privacy laws. Passionate about sports, entertainment, and people.
July 12, 2024
Arthur S.
I have extensive experience in all aspects of real estate development and ownerships, from small leases to multimillion-dollar, nationwide projects. Career includes 25+ years as a law firm partner and head of real estate practices in two highly regarded New York law firms, as well as Special Counsel to a prominent, New York based and family owned real estate company. Experience includes representation of corporations and individuals - including artists, performers and athletes-in any of non real estate matters, such as contract negotiations with agents and auction houses.
Atim A.
Atim is an international business lawyer licensed in New York and Texas. She advises businesses on smart and fit-for purpose legal and business solutions to achieve their strategic objectives. Equipped with strong legal, regulatory compliance, tax advisory, as well as contract drafting skills, she serves clients internationally at the intersection of law, finance and technology across industry verticals.
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"She very good , easy transition , would highly recommend ."
Real Property
Resolutions
New York
Can a resolution passed by a homeowners' association be challenged in court?
I am a homeowner in a residential community that is governed by a homeowners' association (HOA). Recently, the HOA passed a resolution that imposes new restrictions on the use of common areas, which significantly impacts my ability to enjoy the amenities provided. I believe that this resolution is unfair and may even be in violation of our HOA's governing documents. I would like to know if there is a legal recourse to challenge this resolution in court and potentially have it overturned.
Arthur S.
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.
Corporate Governance
Resolutions
New York
Are resolutions legally binding?
I am a board member of a non-profit organization, and we recently passed a resolution to implement new policies and procedures for our members. However, some members are questioning the enforceability of these resolutions and whether they have any legal standing. We want to ensure that the resolutions we pass are legally binding and can be enforced if necessary. Can you please clarify the legal status of resolutions and their enforceability?
Megan B.
Hello, the answer to this question largely depends on the organization's governance documents. If the Board properly passes a resolution, there is no law that says it must take that action, but generally I would recommend passing a further resolution to undo the action if the Board otherwise decides not to implement the action. Make sense?
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ContractsCounsel User
Hello . I am in need of a cease and desist letter for a neighbor. Thank you kindly. Guy
Location: Ohio
Turnaround: A week
Service: Prepare & File
Doc Type: Resolutions
Number of Bids: 2
Bid Range: $75 - $1,075
ContractsCounsel User