Board Resolution
Board resolutions drafted in minutes, not meetings.
Draft corporate board resolutions for client companies with proper recitals, whereas clauses, and resolved provisions for any corporate action — from stock issuances to officer appointments.
Trusted by Attorneys Nationwide
The Attorney's Challenge with Board Resolutions
Corporate counsel and outside attorneys prepare board resolutions across multiple portfolio companies, often adapting prior resolutions that may not match the current action. Defective resolutions can invalidate corporate actions entirely. Courts examine whether the resolution properly identifies the authorizing body, whether the whereas clauses establish sufficient basis, and whether the resolved clauses are specific enough to authorize exactly what was done. JR3 drafts resolutions with the specificity courts require, matching the resolved provisions to the exact corporate action being authorized.
Resolution Drafting
From Corporate Action to Formal Authorization
Describe the corporate action requiring board authorization. JR3 drafts a resolution with proper recitals establishing the basis for the action, whereas clauses citing relevant authority, and resolved provisions with the specificity needed to authorize the exact action. Review the resolution, adjust authorization details, and export a document ready for board approval or written consent.
Recitals and whereas clauses
Properly structured background recitals citing the articles of incorporation, bylaws, and statutory authority for the action being authorized
Resolved provisions
Specific authorization language covering the exact terms of the corporate action, including amounts, dates, conditions, and delegated authority
Officer authorization
Delegation clauses authorizing specific officers to execute documents, file forms, and take all actions necessary to carry out the resolution
Written consent format
Unanimous written consent in lieu of meeting format with proper certification, effective date, and signature blocks for all directors
Stock issuances
Board resolutions authorizing common or preferred stock issuances with class, number of shares, price per share, and any restrictions on transfer.
Officer appointments
Resolutions appointing or removing officers with defined titles, authority, compensation terms, and effective dates.
Bank account authorization
Corporate banking resolutions authorizing account opening, signing authority, wire transfer limits, and authorized signatories.
Contract approval
Board resolutions approving material contracts, leases, or transactions that exceed officer authority limits under the bylaws.
Enterprise-grade security for your documents
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What Is JR3 and How Does It Draft Board Resolutions?
JR3 is an AI-centric document editing platform built for legal professionals, with specialized agents that understand corporate governance requirements. It drafts board resolutions with proper recitals, whereas clauses citing the correct statutory and bylaw authority, and resolved provisions specific to the corporate action being authorized. Attorneys using JR3 produce resolutions that withstand scrutiny from auditors, regulators, and opposing counsel challenging the validity of corporate actions.
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Common questions
When does a corporate action require a board resolution?
Most significant corporate actions require board authorization. This includes issuing stock, appointing or removing officers, approving contracts above certain thresholds, opening bank accounts, declaring dividends, approving loans or credit facilities, and authorizing the company to enter into material transactions. Your bylaws typically specify which actions require board approval versus officer authority.
Can a board resolution be passed by written consent instead of a meeting?
What makes a board resolution legally defective?
How does JR3 handle resolutions for stock issuances?
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Draft board resolutions for client companies with proper recitals, specific resolved provisions, and written consent formats — ready for board approval in minutes.