The Appointment Resolution is a crucial corporate governance document used when an organization needs to formally appoint individuals to key positions. This document, widely used across U.S. jurisdictions, serves as official evidence of the appointment decision and the authority granted to the appointee. An Appointment Resolution typically includes the date of appointment, position details, scope of authority, and any specific terms or conditions. It's particularly important for regulatory compliance, corporate record-keeping, and establishing clear lines of authority within the organization. The document must align with state corporate laws, company bylaws, and any relevant industry regulations.
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1. Header: Company name, meeting type, date, and location of resolution
2. Attendance: List of present board members/shareholders and quorum confirmation
3. Resolution Statement: Formal declaration of the appointment decision including purpose of resolution
4. Appointee Details: Name, position title, and effective date of appointment
5. Authorization: Statement of board's authority to make the appointment and voting results
1. Terms and Conditions: Specific conditions of appointment, used when special terms or restrictions apply to the role
2. Compensation: Details of salary, benefits, and other compensation elements for senior executive appointments
3. Regulatory Compliance: Industry-specific requirements and confirmations, included when appointment requires regulatory approval
1. Schedule A - Position Description: Detailed outline of role responsibilities, reporting relationships, and authority levels
2. Schedule B - Compensation Package: Detailed breakdown of compensation elements including salary, benefits, bonuses, and equity components
3. Schedule C - Required Qualifications: List of required licenses, certifications, qualifications, and regulatory requirements for the position
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