Board resolution

Meeting resolution vs. written consent

Most jurisdictions permit two procedural paths for board decisions:

• Meeting resolution. The board meets (in person, by phone, or by video, depending on the bylaws), discusses the matter, votes, and the secretary records the result in the minutes.
• Written consent. The same decision is documented as a written resolution signed by the required number of directors, without a meeting. The legal effect is the same; the speed is much higher.

The thresholds differ. DGCL § 141(f) permits written consents by all directors. The CBCA requires unanimous written consent for director resolutions. The UK Companies Act allows written resolutions by directors in line with the corporation's articles. Whichever path is used, the resolution becomes part of the corporation's permanent record.

What goes in a resolution

A clean board resolution typically includes:

• The date the resolution is passed
• Recitals establishing the relevant facts ("WHEREAS the Corporation wishes to issue 1,000 Common Shares...")
• The operative resolution ("RESOLVED THAT...")
• Authority for specified officers to execute documents giving effect to the resolution
• Signatures of the directors (for written consent) or a reference to the minutes (for meeting resolutions)

Why resolutions matter in diligence

Almost every material corporate action requires a resolution. Share issuances, officer appointments, banking arrangements, declaring dividends, approving annual financials, calling shareholder meetings, adopting bylaws, each one needs an authorizing resolution in the record. In diligence, reviewers will trace each material decision back to the resolution that authorized it. Missing resolutions don't just create administrative gaps; they raise questions about whether the action was lawfully taken.

A particularly common failure mode: a share issuance is documented in a stock certificate and the share register, but no resolution authorizing the issuance is in the minute book. The issuance itself may be valid, but proving it required careful authorization becomes more difficult after the fact.