DIY Legal Forms

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Authorize Appointment Of Director Or Officer

Upon motion duly made and seconded, the Board of Directors of _______________ Corporation unanimously adopted the following resolution:

RESOLVED, that _______________ be appointed the _______________ of _______________ Corporation, and shall hold office until the next annual shareholders' meeting _______________ shall have the authority to perform the following duties while holding office:

and such other duties in the management of the corporation as may be required by the Articles of Incorporation, the Bylaws or by resolution of the Board of Directors of the corporation.

The Corporation pay to ___________________ attending any regular or special meeting of the board the sum of $------ per meeting, inclusive of any adjournment thereof, and that said compensation policy commence with the next held meeting of the board.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _______________, a corporation duly formed pursuant to the laws of the state of _______________, and that the foregoing is a true record of a resolution duly adopted at a meeting of the _______________ and that said meeting was held in accordance with state law and the Bylaws of the above named Corporation on _______________, and that said resolution is now in full force and effect without modification or rescission.

This Resolution will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Resolution. The headings, captions, and titles in this Resolution are merely for reference and do not define, limit, extend, or describe the scope of this Resolution or any provision herein. Unless the context requires otherwise,

(a) the gender (or lack of gender) of all words used in this Resolution includes the masculine, feminine, and neuter, and

(b) the word including means including without limitation.

Each individual party to this Resolution represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Resolution with legal counsel, and has executed this Resolution based upon such party's own judgment and advice of independent legal counsel.

If any provision of this Resolution is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Resolution will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Resolution, and the remaining provisions of this Resolution will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Resolution. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Resolution, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the ___________:
[street address]
[city, state, zip]

If to the ___________:
[street address]
[city, state, zip]

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this __________ of __________, 20 ___.




Witnessed by:



Witness Signature