Board Resolution - Standard - Alabama

BOARD RESOLUTION -- STANDARD

[________________________________]

An Alabama Corporation

Document Type (select one):

☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

TABLE OF CONTENTS

1. Document Header and Recitals
2. Meeting Procedural Matters
3. Definitions
4. Operative Resolutions
5. Common Resolution Forms
6. Authorization of Officers
7. Ratification
8. Representations and Warranties
9. Covenants and Directives
10. Risk Allocation and Insurance
11. Governing Law
12. General Provisions
13. Execution Block
14. Sources and References

1. DOCUMENT HEADER AND RECITALS

Corporation: [________________________________] (the "Company")
State of Incorporation: Alabama
Date of [Meeting/Consent]: [__/__/____]
Time: [____] [☐ a.m. / ☐ p.m.] Central Time
Place/Method: [________________________________] [☐ In Person / ☐ Telephone Conference / ☐ Video Conference / ☐ Written Consent]
Effective Time: [__/__/____] at [____] [☐ a.m. / ☐ p.m.] Central Time

Recitals

WHEREAS, the Board of Directors (the "Board") of the Company, acting pursuant to (i) the Alabama Business Corporation Law, Code of Alabama Title 10A, Chapter 2A (the "ABCL"), (ii) the Company's Certificate of Formation/Articles of Incorporation (the "Articles"), and (iii) the Company's Bylaws (the "Bylaws"), desires to adopt the resolutions set forth herein; and

WHEREAS, the Board has determined that the adoption of such resolutions is in the best interests of the Company and its stockholders; and

WHEREAS, [additional recitals specific to the subject matter]:

[________________________________]
[________________________________]
[________________________________]

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

2. MEETING PROCEDURAL MATTERS

Complete this section if using the Meeting Minutes format. Skip if using Written Consent.

2.1 Call to Order

The meeting was called to order at [____] [☐ a.m. / ☐ p.m.] Central Time by [________________________________], [☐ Chairman of the Board / ☐ President / ☐ Lead Director].

2.2 Attendance

Others Present:

2.3 Quorum

The Secretary certified that [____] of the [____] duly elected directors were present, constituting a quorum under the Bylaws and the ABCL (Ala. Code § 10A-2A-8.24). The meeting was duly convened.

2.4 Notice

☐ Written notice of the meeting was duly given to all directors in accordance with the Bylaws and Ala. Code § 10A-2A-8.22.
☐ All directors present waived notice of the meeting. Written waivers are attached hereto as Exhibit A.
☐ Notice was not required (regularly scheduled meeting).

2.5 Remote Participation

☐ Certain directors participated by telephone conference or similar communications equipment pursuant to Ala. Code § 10A-2A-8.20(b), and all persons participating could hear each other. Such participation constitutes presence in person at the meeting.

3. DEFINITIONS

For purposes of these Resolutions, the following capitalized terms shall have the meanings set forth below:

"ABCL" means the Alabama Business Corporation Law, Code of Alabama Title 10A, Chapter 2A, as amended.

"Authorized Officer" means any of the Company's Chief Executive Officer, President, Chief Financial Officer, Secretary, or any Vice President acting singly, or such other officer as the Board may designate.

"Resolutions" means collectively the operative resolutions adopted under Sections 4 through 7 herein.

"Secretary" means the duly appointed Secretary or, where applicable, Acting Secretary of the Company.

"Transaction" means [________________________________].

[Additional defined terms:]

4. OPERATIVE RESOLUTIONS

Resolution 1: Approval of [________________________________]

RESOLVED, that the Board hereby approves and authorizes [________________________________] on the terms and conditions [substantially in the form presented to the Board / as set forth in the document(s) attached hereto as Exhibit [____]].

Details:

Resolution 2: [________________________________]

RESOLVED, that the Board hereby [________________________________].

Resolution 3: [________________________________]

RESOLVED, that the Board hereby [________________________________].

5. COMMON RESOLUTION FORMS

Select and complete one or more of the following common resolution forms as applicable. Delete those that do not apply.

5A. Opening or Changing Bank Accounts

RESOLVED, that the Company is hereby authorized to open, maintain, and close accounts with [________________________________] (the "Bank"), and that the following individuals are authorized signatories:

5B. Entering Into Contracts or Agreements

RESOLVED, that the Company is hereby authorized to enter into the [________________________________] with [________________________________], substantially in the form presented to the Board, and the Authorized Officers are empowered to negotiate final terms and execute the agreement on behalf of the Company.

5C. Issuance of Shares

RESOLVED, that the Company is hereby authorized to issue [____] shares of [________________________________] stock to [________________________________] at a price of $[____] per share, for aggregate consideration of $[________________________________], such issuance to be made in compliance with the Articles, the ABCL, and all applicable securities laws, including the Alabama Securities Act (Ala. Code § 8-6-1 et seq.).

5D. Declaration of Dividend

RESOLVED, that a [☐ cash / ☐ stock] dividend of $[____] per share is hereby declared on the outstanding shares of [________________________________] stock, payable on [__/__/____] to stockholders of record as of [__/__/____], out of funds legally available therefor under the ABCL.

5E. Appointment or Removal of Officers

RESOLVED, that [________________________________] is hereby [☐ appointed / ☐ removed] as [________________________________] of the Company, effective [__/__/____], pursuant to the ABCL (Ala. Code § 10A-2A-8.40) and the Bylaws.

5F. Approval of Lease or Real Property Transaction

RESOLVED, that the Company is hereby authorized to [☐ enter into a lease / ☐ purchase / ☐ sell] the real property located at [________________________________], Alabama, on terms substantially as presented to the Board, and the Authorized Officers are empowered to execute all documents necessary to consummate the transaction.

5G. Authorization of Borrowing

RESOLVED, that the Company is hereby authorized to borrow up to $[________________________________] from [________________________________] on terms substantially as presented to the Board, including the execution and delivery of a promissory note, security agreement, and related documents.

5H. Approval of Sale of Substantially All Assets

RESOLVED, that the Board hereby approves the sale of substantially all of the Company's assets to [________________________________] pursuant to the ABCL and recommends the transaction for stockholder approval, on terms substantially as set forth in the attached Exhibit [____].

5I. Ratification of Annual Report Filing

RESOLVED, that the filing of the Company's Annual Report with the Alabama Secretary of State is hereby authorized and ratified, and the Authorized Officers are directed to prepare and file the report in a timely manner.

6. AUTHORIZATION OF OFFICERS

RESOLVED FURTHER, that each Authorized Officer of the Company is empowered, in the name and on behalf of the Company, to:

(a) Execute and deliver any and all documents, instruments, certificates, and agreements;

(b) Take any and all actions as such Authorized Officer may deem necessary, advisable, or appropriate to consummate, implement, and carry into effect the foregoing Resolutions;

(c) Pay all fees, costs, and expenses incurred in connection therewith;

(d) Make all filings with governmental authorities, including the Alabama Secretary of State; and

(e) Do all other acts and things necessary or desirable,

such determination to be conclusively evidenced by such Authorized Officer's execution or performance thereof.

7. RATIFICATION

RESOLVED FURTHER, that any and all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the matters addressed by the foregoing Resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

8. REPRESENTATIONS AND WARRANTIES

8.1 Corporate Authority. The Board hereby represents that these Resolutions have been duly adopted in accordance with the Articles, the Bylaws, and the ABCL, and constitute valid and binding corporate action.

8.2 Material Compliance. The Board represents that adoption of these Resolutions does not violate any applicable law, regulation, court order, or contractual obligation binding upon the Company.

8.3 No Conflict. The Board represents that the actions authorized by these Resolutions do not conflict with any existing resolution, policy, or directive of the Board.

9. COVENANTS AND DIRECTIVES

9.1 Implementation. The Company shall cause its officers and agents to implement and perform the Resolutions in good faith and in compliance with all applicable laws, including the ABCL and applicable Alabama regulations.

9.2 Reporting. The Authorized Officers shall report to the Board on the status of implementation at the next regularly scheduled Board meeting.

9.3 Negative Covenant. No director, officer, or agent of the Company shall knowingly take any action inconsistent with the express terms of these Resolutions without further Board approval.

9.4 Record Keeping. The Secretary shall maintain a copy of these Resolutions in the Company's minute book and ensure that all required filings with the Alabama Secretary of State are completed in a timely manner.

10. RISK ALLOCATION AND INSURANCE

10.1 Director Exculpation. Nothing herein shall diminish any limitation of liability afforded to the Company's directors pursuant to the Articles and Ala. Code § 10A-2A-8.58.

10.2 Indemnification. The Company reaffirms its obligations under the Articles, Bylaws, and any indemnification agreements to hold harmless each director acting in good faith reliance on these Resolutions, in accordance with Ala. Code § 10A-2A-8.50 et seq.

10.3 Insurance. The Authorized Officers are directed to confirm that directors' and officers' liability insurance remains in full force and effect and adequately covers the transactions authorized herein.

11. GOVERNING LAW

11.1 Governing Law. These Resolutions and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws rules.

11.2 Forum Selection. The Circuit Court of [________________________________] County, Alabama (or, if such court lacks subject-matter jurisdiction, the United States District Court for the [☐ Northern / ☐ Middle / ☐ Southern] District of Alabama) shall have exclusive jurisdiction over any proceeding arising out of or relating to these Resolutions.

12. GENERAL PROVISIONS

12.1 Effective Time. These Resolutions shall be effective as of the date and time set forth in Section 1 and shall remain in full force and effect until amended or rescinded by further resolution of the Board.

12.2 Amendment; Waiver. These Resolutions may be amended or waived only by subsequent resolution duly adopted in accordance with applicable law, the Articles, and the Bylaws.

12.3 Severability. If any provision of these Resolutions is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Integration. These Resolutions constitute the entire corporate action with respect to the matters addressed herein and supersede any prior inconsistent resolutions.

12.5 Counterparts; Electronic Signatures. These Resolutions may be executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. EXECUTION BLOCK

Option A -- Unanimous Written Consent (Ala. Code § 10A-2A-8.21)

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing Resolutions effective as of the Effective Time set forth above. This written consent shall have the same force and effect as a unanimous vote of the Board at a duly convened meeting.

Note: Under Ala. Code § 10A-2A-8.21, action required or permitted to be taken at a board meeting may be taken without a meeting if the action is taken by all members of the board, unless the Articles or Bylaws provide otherwise. The consent must describe the action taken and be signed by each director.

Option B -- Meeting Minutes Certification

Adjournment: There being no further business, the meeting was adjourned at [____] [☐ a.m. / ☐ p.m.] Central Time.

RESPECTFULLY SUBMITTED:

___________________________________
Name: [________________________________]
Title: Secretary
Date: [__/__/____]

ATTESTED TO BY:

___________________________________
Name: [________________________________]
Title: [☐ Chairman of the Board / ☐ Presiding Director]
Date: [__/__/____]

EXHIBITS

14. SOURCES AND REFERENCES

• Ala. Code § 10A-2A-8.20 – Meetings of the Board of Directors: https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/
• Ala. Code § 10A-2A-8.21 – Action Without Meeting (Written Consent): https://law.justia.com/codes/alabama/2016/title-10a/chapter-2/article-8/division-b/section-10a-2-8.21/
• Ala. Code § 10A-2A-8.22 – Notice of Meetings
• Ala. Code § 10A-2A-8.24 – Quorum and Voting
• Ala. Code § 10A-2A-8.25 – Committees of the Board
• Ala. Code § 10A-2A-8.40 – Officers
• Ala. Code § 10A-2A-8.50 – Indemnification
• Ala. Code § 10A-2A-8.58 – Limitation of Liability of Directors
• Alabama Secretary of State – Business Entity Records: https://www.sos.alabama.gov/government-records/business-entity-records

This template is provided for informational and educational purposes only. It does not constitute legal advice. Board resolutions must be tailored to each corporation's specific circumstances, Articles of Incorporation, and Bylaws. All statutory citations should be verified against the current Alabama Code. Consult a licensed Alabama attorney for legal advice specific to your situation.