Form 20-3

This form and form 20-2 in this chapter are sample resolutions that may be tailored to specific situa­tions.

A resolution should always outline the problem (if there is one), the governing document(s) that the resolution complies with, and the date, time, and location of the meeting at which the resolution was approved.

If a single resolution documents multiple decisions, each decision should be notated separately (i.e., “Resolved . . . ,” “Resolved Further . . . ,” etc.).

Corporate Resolution
of
[name of corporation]

(A Texas Nonprofit Corporation)

Resolution Electing Director

WHEREAS, pursuant to article 2 of the bylaws of [name of corporation] (the “Corpora­tion”), members of the board of directors of the Corporation (the “Board of Directors” or “Board”) have been duly nominated and elected.

WHEREAS, the election occurred at the annual meeting of the Board of Directors.

RESOLVED, that after the Board members were duly elected and qualified, [name] was appointed executive director (listed as the position of “president” in the Corporation bylaws) and has all the rights and privileges as the president of the Corporation.

RESOLVED FURTHER, that any actions taken by the Board of Directors and officers before the date of the foregoing resolutions adopted hereby that are within the authority con­ferred thereby are hereby ratified, confirmed, and approved as the acts and deeds of this Cor­poration.

This resolution shall be filed in the minutes of this Corporation and become a part of the records of this Corporation. This written resolution may be signed by a counterpart and electronic signature.

I certify that I am the duly elected, qualified, and acting secretary of the Corporation and that the foregoing resolution was submitted to and approved and adopted by the Board of Directors at a meeting held at [time] [a.m./p.m.] on [date] at [address, city, state] and that the resolution is now in full force and effect without modification or recession as permitted under the bylaws of the Corporation and in accordance with the provisions of state law under which the Corporation was incorporated.

IN WITNESS WHEREOF, the undersigned has hereunto set their hand effective as of the ____ day of ______________________________, 20____.

   
[Name of secretary], Secretary