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Resolutions: Definition, Example

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Quick Facts — Resolutions Lawyers

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.

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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.

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Corporate Governance

Resolutions

New York

Asked on May 5, 2025

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.

Answered May 6, 2025

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?

Read 1 attorney answer>

Real Property

Resolutions

New York

Asked on Jun 26, 2024

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.

Answered Aug 7, 2024

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.

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