The Directors Resolution Template is a crucial corporate governance tool used in Australian business operations to document formal decisions made by a company's board of directors. This template is essential when boards need to make and record important company decisions, whether through formal meetings or circular resolutions. It's designed to comply with the Corporations Act 2001 (Cth) and other relevant Australian corporate legislation, ensuring that board decisions are properly documented, legally valid, and maintain an accurate corporate record. The template can be used for various purposes, including approval of financial statements, appointment of officers, declaration of dividends, approval of major transactions, or any other significant company decisions requiring board approval. It includes provisions for recording the date, participating directors, nature of the resolution, voting outcomes, and necessary declarations, making it a vital tool for maintaining good corporate governance and meeting regulatory requirements.
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1. Company Details: Legal name of the company, ACN/ABN, and registered office address
2. Date and Time: Date and time of the resolution
3. Meeting Type: Specification of whether it's a circular resolution or resolution passed at a meeting
4. Present Directors: Names of all directors participating in the resolution
5. Quorum: Confirmation that a quorum was present as per the company constitution
6. Chair: Identification of the meeting chair (if applicable)
7. Background: Context and background information explaining why the resolution is necessary
8. Resolutions: Clear and specific statement of each resolution being passed
9. Declaration: Statement confirming directors' compliance with duties and disclosure of interests
10. Execution: Signature blocks for directors and date of signing
1. Notice and Waiver: Required when normal notice requirements have been waived by directors
2. Conflicts of Interest: Required when any director has declared a material personal interest in the matter
3. Chairperson's Declaration: Used when the resolution is passed at a physical meeting and needs the chair's confirmation
4. Voting Results: Required when there is not unanimous agreement and voting numbers need to be recorded
5. Abstentions: Required when any directors have abstained from voting
6. Constitutional References: Used when specific provisions of the company constitution are being relied upon
7. Prior Resolutions: Required when referencing or revoking previous board resolutions
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., contracts, agreements, reports)
2. Financial Statements: When resolution relates to financial matters or approval of accounts
3. Legal Advice: Any legal opinions or advice relied upon in making the decision
4. Expert Reports: Any third-party expert reports or valuations relevant to the resolution
5. Proxy Forms: If any directors are voting by proxy
6. Notice of Meeting: Copy of the notice if the resolution was passed at a meeting
7. Powers of Attorney: If any directors are acting under power of attorney
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