Resolutions: Definition, Example
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Quick Facts — Resolutions Lawyers
- Lawyers available: 23 corporate lawyers
- Clients helped: 36 recent resolutions projects
- Avg lawyer rating: 5.0 (2 reviews)
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.
"Sam was awesome to work with, super helpful, knowledgeable, and professional. Highly recommend."
Daehoon P.
Daehoon P.
Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services
"Working with Daehoon was a wonderful experience! As someone establishing a new audiobook narration business, I wanted to be confident that my contracts were carefully written and addressed the unique needs of my work, particularly the important issue of AI voice protection. Daehoon was patient, professional, and attentive to my questions and concerns. I especially appreciated his willingness to work through revisions with me and make sure the final documents reflected what I needed. Throughout the process, I felt that he genuinely cared about doing a good job. His attention to detail and thoughtful approach gave me confidence and peace of mind as I move forward with my business. I’m very grateful for his help and would happily work with him again. Thank you, Daehoon!"
Jeremiah C.
Jeremiah C.
Creative, results driven business & technology executive with 27 years of experience (17+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
"I really enjoyed working with Jeremiah. He answered all my questions and did a great job on the contract work I needed."
Michael T.
I have been in practice since 1990 and practice in D.C., Maryland, and Virginia. I am an experienced litigator and look forward to resolving your legal questions as efficiently as possible.
"Easy to work with. Great communication. Helped steer us in the right direction to make sure we filed the right document for our needs."
Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.
"Michael's expertise and judgment impressed me. I brought him in for contract advisory work, and he quickly asked the questions I hadn't considered, identified the risks that mattered, and set aside the ones I had wrongly prioritized. He changed how I understood the contract. He is an excellent advisor - highly recommended."
Taren C.
The Castro Law Firm, located in Royal Palm Beach, Florida, provides a range of legal services to clients that focus on probate, estate plannnig and guardianship matters. Our staff is fluent in Spanish. We offer free consultations and virtual appointments.
"Excellent attention and response to questions and and problem identification."
Artem V.
Attorney licensed in New York and Texas, with experience in real estate, corporate and finance transactions, contracts, intellectual property, and privacy matters. Artem provides practical, business-focused legal support to startups and small to mid-sized companies, delivering solutions across corporate, commercial, and general business needs.
"Working with Artem was a great experience from start to finish. He was professional, approachable, and incredibly helpful, always making sure my questions were answered and that I fully understood each step of the process. I truly appreciated his time, patience, and expertise. It was a pleasure working with him, and I would not hesitate to recommend him to others or work with him again in the future."
Find the best lawyer for your project
Browse Lawyers NowLawyer Reviews for Resolutions Projects
Zayvera Holdings / Systems Corporate & IP Structure
"Allen was thorough, responsive, and practical throughout a complex LLC and IP restructuring. He took the time to address my questions, incorporated revisions carefully, and helped get the final package executed cleanly. I was very satisfied with the experience and would gladly work with him again."
Reply From Allen L.
Thank you -- glad the LLC and IP restructuring came together cleanly and the final package got executed. It was a pleasure working through it with you, and I'd welcome the chance to help again. Allen
View MoreMoms house to Son
"She very good , easy transition , would highly recommend ."
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?
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.
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