Board Resolution - Standard

BOARD RESOLUTION – STANDARD

(Texas Baseline Form – For Customization by Counsel)

I. DOCUMENT HEADER

Title:
[“Minutes of a Meeting of the Board of Directors”] | [“Unanimous Written Consent of the Board of Directors in Lieu of Meeting”]
of [COMPANY NAME], a Texas Corporation (“Company”)

Date: [MEETING/CONSENT DATE]
Place/Method: [PHYSICAL LOCATION] | [REMOTE VIA ____]
Effective Time: [__ : __ A.M./P.M. ([TIME ZONE])]

Recitals:
WHEREAS, the Board of Directors (the “Board”) of the Company, acting pursuant to (i) applicable provisions of the Texas Business Organizations Code (the “TBOC”), (ii) the Company’s Certificate of Formation (the “Certificate”) and (iii) its Bylaws (the “Bylaws”), desires to adopt the resolutions set forth herein; and

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

NOW, THEREFORE, BE IT RESOLVED that the Board hereby takes the following actions:

II. DEFINITIONS

For purposes of this Resolution, the following capitalized terms shall have the meanings set forth below and shall apply equally to the singular and plural forms:

1. “Authorized Officer” means any of the Company’s Chief Executive Officer, President, Chief Financial Officer, or any Vice President acting singly.
2. “Resolutions” means collectively the operative resolutions adopted under Section III below.
3. “Secretary” means the duly appointed Secretary or, where applicable, Acting Secretary of the Company.

III. OPERATIVE PROVISIONS

A. QUORUM & PROCEDURAL MATTERS

1. Quorum. The Secretary certified that a quorum, being [QUORUM FRACTION OR NUMBER] of the number of directors fixed by the Bylaws, was present [in person] | [through a permitted remote-communication system].
2. Notice and Waiver. Notice was given as required by the Bylaws and Texas law, or each director not properly notified [signed a waiver before or after the meeting] | [attended without objecting to the meeting because it was not lawfully called or convened]. [Attach each signed waiver as Exhibit A.]

B. SPECIFIC RESOLUTIONS

1. Approval of [SUBJECT MATTER].
   RESOLVED, that the Board hereby approves and authorizes [DESCRIBE TRANSACTION, POLICY, AGREEMENT, PLAN, ISSUANCE OF SHARES, etc.] on the terms substantially in the form attached hereto as Exhibit [B];

2. Authorization of Officers.
   RESOLVED FURTHER, that each Authorized Officer may execute the attached documents and take non-material administrative actions necessary to implement the approved matter. Any material change to price, amount, duration, parties, liability, indemnity, collateral, governance, termination rights, or approval conditions requires further Board approval unless an objective limit is stated in these Resolutions;

3. Limited Ratification.
   RESOLVED FURTHER, that only prior actions specifically listed in [EXHIBIT / SCHEDULE], after disclosure to the Board and only to the extent within the Company’s power and consistent with these Resolutions, are ratified. If no action is specifically listed, no prior action is ratified;

4. Effective Time.
   RESOLVED FURTHER, that these Resolutions shall be effective as of [EFFECTIVE DATE/TIME] and shall remain in full force and effect until amended or rescinded by further resolution of the Board.

C. CONDITIONS PRECEDENT (if any)
[INSERT any specific conditions (e.g., stockholder approval, regulatory filing, third-party consents).]

IV. IMPLEMENTATION AND RECORDS

1. Conditions. No officer may complete the approved matter until all approvals, filings, and third-party consents identified in these Resolutions are satisfied or validly waived by an authorized person or body.
2. Deviation Report. Any material deviation, failed condition, or newly discovered conflict must be reported to the Board before proceeding.
3. Corporate Records. The Secretary shall retain these Resolutions, the specifically approved documents, the adoption record, and evidence of completed conditions in the Company’s minute book.
4. No Implied Rights or Remedies. These Resolutions record corporate action only. They do not by themselves create contractual warranties, fee-shifting rights, indemnification rights, exculpation rights, or an exclusive judicial forum.

V. GENERAL PROVISIONS

1. Amendment; Waiver. These Resolutions may be amended or waived only by subsequent resolution adopted in accordance with applicable law, the Certificate and the Bylaws.
2. Severability. If any provision of these Resolutions is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. Integration. These Resolutions constitute the entire corporate action with respect to the matters addressed herein and supersede any prior inconsistent resolutions.
4. 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.

VI. TEXAS ADOPTION CHECKLIST

1. Quorum and Vote. Unless the Certificate or Bylaws validly provide otherwise, a majority of the number of directors fixed by the Bylaws is a quorum; a reduced quorum may not be below one-third. With a quorum present, a majority of directors present acts for the Board unless the Certificate, Bylaws, or TBOC requires a greater vote.
2. Remote Participation. Use a system that permits communication with every other participating director. If directors vote remotely, the Company must implement reasonable measures to verify each remote voter and keep a record of each vote or other action.
3. Notice and Waiver. Follow the Bylaws' notice provisions. Give notice by electronic transmission only with the director's consent. A director may sign a waiver before or after the meeting or waive notice by attending without objecting that the meeting was not lawfully called or convened.
4. Written Consent. Unless the Certificate or Bylaws provide otherwise, use Option A only when all Board members sign a written consent stating the action taken. Retain the consent with the Company's records.
5. Records. Keep books and records of account and minutes of the proceedings of the Board and any Board committees.

X. EXECUTION BLOCK

Option A – Written Consent (Unanimous)

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.

Option B – Meeting Minutes

RESPECTFULLY SUBMITTED:

__________________________________
[NAME], Secretary
Date: _____________

Attested to by:

__________________________________
[CHAIRPERSON NAME], Chairperson of the Meeting
Date: _____________

SOURCES AND REFERENCES

• Texas Business Organizations Code chapter 6 — remote meetings and written consent
• Texas Business Organizations Code chapter 21 — Board notice, waiver, quorum, and action
• Texas Business Organizations Code chapter 3 — required entity records