Free Board of Directors Resolution

This Board of Directors Resolution is for use when a company’s board of directors votes on a resolution without holding a formal business meeting. This resolution is recorded by the secretary of the company or corporation and becomes a part of the official records of the company.

Disclaimer:This was not drafted by an attorney & should not be used as a legal document.


A meeting of the Board of Directors of ______________________________________having its registered offices at __________________________________________ (the “Company”) was held on _________________________________________________.

RESOLVED, that __________________________________________________________ ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The undersigned ________________________________________ hereby certifies that he/she is the duly elected and qualified Secretary of the Company and that the foregoing resolution was duly passed by the board of directors of the Company on the _________ day of ______________, 20_____ in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and that the said resolution has been duly recorded in the Minute Book and is in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the Company this _____________ day of _______________ 20______.

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