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Officer / Director Appointment Resolution Template
Formally appoint directors or officers and record approvals clearly with this Officer / Director Appointment Resolution Template.
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Officer / Director Appointment Resolution Template
Corporation Name: [Corporation Name]
State/Country of Incorporation: [State/Country]
Principal Office Address: [Address]
Date of Resolution: [Date]
Method: ☐ Board meeting ☐ Written consent ☐ Shareholder meeting (if applicable)
1. Authority and Meeting/Consent
1.1 The ☐ Board of Directors ☐ Shareholders of [Corporation Name] (the “Corporation”) adopt this resolution in accordance with the Corporation’s bylaws and applicable law.
1.2 Quorum: ☐ Present ☐ Not required (written consent).
2. Appointment Details
2.1 Appointee Name: [Full Name]
2.2 Role Being Appointed: ☐ Director ☐ President ☐ CEO ☐ CFO ☐ Secretary ☐ Treasurer ☐ Other: [Role]
2.3 Effective Date: [Effective Date]
2.4 Term (Optional): ☐ Until successor is appointed ☐ Until [Date] ☐ Other: [Term].
2.5 Compensation (Optional): ☐ None ☐ As approved separately ☐ Details: [Details].
3. Resolution
3.1 Resolved, that the appointee named above is hereby appointed to the role stated in Section 2, effective as of the Effective Date.
3.2 The Corporation is authorized to update its internal records and make any required filings.
3.3 Authorized signers may execute documents necessary to carry out this appointment.
4. Acceptance and Disclosures (Optional)
4.1 Acceptance. The appointee acknowledges acceptance of the appointment: ☐ Yes ☐ No.
4.2 Conflict of Interest (Optional). Appointee discloses: ☐ None ☐ Disclosed as follows: [Details].
5. Certification
5.1 The undersigned certifies that this resolution was duly adopted and remains in effect unless revoked.
Signatures
Chairperson/Director (or Authorized Officer): [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
Corporate Secretary (Optional): [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________
Appointee Acknowledgment (Optional): [Name]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
Notary / Notarization (Optional)
State of [State]
County of [County]
On [Date], before me, [Notary Name], personally appeared [Signer Name(s)] and [Appointee Name], known to me (or satisfactorily proven) to be the persons whose names are subscribed to this Resolution, and acknowledged that they executed it for the purposes stated.
Notary Public Signature: _______________________
My Commission Expires: _______________________
Notary Seal (if applicable): ___________________
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Officer / Director Appointment Resolution Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
OFFICER / DIRECTOR APPOINTMENT RESOLUTION TEMPLATE FAQ
What is an officer or director appointment resolution?
An Officer / Director Appointment Resolution is a written record showing that a corporation’s board of directors (or shareholders, when required) approved appointing a new director or officer. It provides an official paper trail for governance, banks, regulators, and internal records.
Who appoints directors and officers?
Typically, shareholders elect directors, and the board appoints corporate officers (like CEO, CFO, Secretary). However, the company’s bylaws and local corporate law control the process. This template can be used for board actions (officer appointment) or shareholder actions (director election) by adjusting the “authority” section.
What should be included in the resolution?
Include: corporation name, date, meeting or written consent, the role being filled, the appointee’s name, the effective date, term (if any), and authority to sign filings or update records. This template includes optional acceptance and conflict-of-interest disclosures.
Does the appointee have to sign?
Not always, but an acknowledgment can be useful. This template includes an optional acceptance section.
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