A Board Resolution Appointing Officers is a crucial corporate governance document used in Philippine corporations to formally document the appointment of corporate officers by the board of directors. This document is required whenever a corporation needs to appoint new officers, replace existing ones, or reappoint officers whose terms have expired. It must comply with the Revised Corporation Code of the Philippines, relevant SEC regulations, and the corporation's by-laws. The resolution typically follows a board meeting where such appointments are discussed and approved, and it serves as official evidence of the appointment for regulatory filings, bank requirements, and corporate records. The document is particularly important as it establishes the authority of officers to act on behalf of the corporation and defines their roles and responsibilities.
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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendees and Quorum: List of board members present and confirmation of quorum requirements being met
3. Preamble: Standard recital of the company's details and the board's authority to make appointments
4. Authority Citation: Reference to relevant provisions of the company's by-laws and applicable laws authorizing the board to appoint officers
5. Resolution Statement: Formal 'RESOLVED' statement introducing the board's decisions
6. Officer Appointments: Specific details of each officer being appointed, including full name, position, and effective date
7. Powers and Duties: Description of the authority and responsibilities being granted to each appointed officer
8. Certification: Attestation by the Corporate Secretary regarding the accuracy of the resolution
9. Signatures: Signature block for the Chairman and Corporate Secretary
1. Term of Office: Include when specifying a fixed term for the appointment rather than the standard term
2. Compensation: Include when the resolution also sets or modifies the officer's compensation package
3. Replacement Clause: Include when the appointment is replacing a previous officer, including details of the outgoing officer
4. Special Conditions: Include when the appointment is subject to specific conditions or requirements
5. Regulatory Compliance Statement: Include for regulated industries or when specific regulatory requirements need to be acknowledged
1. Officer Information Sheet: Detailed information about each appointed officer including qualifications and background
2. Extract of By-Laws: Relevant sections of the company's by-laws regarding officer appointments and duties
3. SEC Requirements Checklist: Checklist confirming compliance with SEC requirements for officer appointments
4. Meeting Minutes Extract: Relevant extract from the board meeting minutes where the appointments were discussed
5. Acceptance Letters: Written acceptance of the appointment by each officer
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Technology
Retail
Real Estate
Healthcare
Education
Transportation
Energy
Telecommunications
Professional Services
Mining
Agriculture
Construction
Entertainment and Media
Relevant Teams
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board Administration
Executive Office
Finance
Human Resources
Internal Audit
Risk Management
Relevant Roles
Chief Executive Officer
President
Chief Financial Officer
Corporate Secretary
Treasurer
Vice President
Chief Operating Officer
Chief Legal Officer
Compliance Officer
Board Director
Chairman of the Board
Managing Director
Executive Director
Corporate Governance Officer
Internal Auditor
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