A Board Resolution For Employment Agreement is utilized when a company needs to formally document its board's approval of hiring key personnel or executives. This document is particularly important in the United States where corporate governance requirements often mandate board approval for significant employment arrangements. The resolution typically includes details about the position, compensation, authority granted, and specific terms approved by the board. It serves both as a compliance document and as protection for the company by demonstrating proper corporate authorization of the employment agreement.
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1. Resolution Title and Date: Formal identification of the resolution including corporation name, date, and type of resolution
2. Recitals: Background information including meeting details, quorum confirmation, and purpose of resolution
3. Board Authority Statement: Declaration of board's authority under corporate bylaws and applicable law to approve employment agreement
4. Resolution Details: Specific terms being approved including position, employee name, compensation structure, and scope of authority
5. Authorization: Empowerment of specific officers to execute the employment agreement and related documents
6. Certification: Secretary's certification of the resolution's adoption and accuracy
1. Quorum Confirmation: Detailed statement confirming meeting quorum when specifically required by corporate bylaws
2. Voting Results: Breakdown of voting outcomes, particularly important for public companies or contested decisions
3. Additional Approvals: References to other required approvals, particularly relevant for regulated industries or special circumstances
4. Compliance Statements: Specific statements confirming compliance with relevant laws and regulations when required
1. Employment Agreement: Complete text of the employment agreement being approved by the board
2. Compensation Schedule: Detailed breakdown of compensation package including salary, benefits, bonuses, and equity components
3. Meeting Minutes: Full minutes of the board meeting where the resolution was adopted
4. Required Regulatory Filings: Copies of any required regulatory filings associated with the employment agreement
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