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Questions and Professional Answers

Questions and Professional Answers

  • Nonprofit/corporate resolution

    Our small church is attempting to open a Business Account with a local bank. The Bank Officer advised, before the business account can be opened, we would have to submit our Resolution. 1. What is a resolution2. How is it created, and does it contain standard languages3. Are there form, filing fees, etc.4. Can you furnish examples or where we can find examples of Resolution for Corporate, Nonprofit entities.Thanks--name removed---name removed--wparker47@comcast.netwparker472@yahoo.com
    • Re: Nonprofit/corporate resolution

      Better is to execute a power of attorney into a lawyer and let them effect actions for you. Attorneys typically are always included in any profit and nonprofit organization as a director, officer, or trustee. You may contact me. What religion are you?

      Christopher M. Brainard, Esq.
      Law Offices of Christopher M. Brainard -- (310) 266-4115
      468 North Camden Drive, 2nd Floor
      Beverly Hills, CA 90210
  • Corporate documents

    What is a certified copy of a corporate resolution if no corporate seal exists. ( a sub-S corp ). ie, what makes it certified?
    • Re: Corporate documents

      The corporate secretary can certify the document. A corporate seal isn't necessary (Civil Code 1629) but can still be used. They are inexpensive to order.

      David Pearson
      Law Offices of David S Pearson
      48 Kingston Pl
      Walnut Creek, CA 94597
  • Corporate Resolution

    I need to add someone as a director to my corporation. I know I do this by resolution, but is there a free form to use? Or if I go to a website, which form do I need to download?
    • Re: Corporate Resolution

      No special form is needed. Just write up what it is that you're doing with the date, quorum and written/signed waivers of notice by directors, vote tally, signed acceptance by new director, and executed by appropriate officer. That should do it.If you're not comfortable with this and want a form from a website, it will probably be a generic form that requires you to fill in the above information.

      Mel Larew
      Attorney at Law
      PO Box 600243
      San Diego, CA 92160
  • Corporate Resolution

    What is the above ?
    • Re: Corporate Resolution

      A recorded decision by a corporate board, typically concerning the most important decisions regarding the corporation.

      David W. Nance
      DWNance.com founding member of NanceGroup.com
      5700 Magazine Street
      New Orleans, LA 70115
  • Corporations

    If I am the only member of an LLC, do I need any type of corporate resolution?
    • Re: Corporations

      Thank you for your question. The short answer is that, yes, you ideally should have some resolutions. In particular, you should have a resolution appointing officers, appointing directors, authorizing the opening of a corporate bank accounts, etc. You may also wish to have documents preparing pertaining to your share/unit interests and any assts (cash, property, etc) that you transferred to the llc. Please let me know if you have any additional questions. You can email me at at@tracyfirm.com. Thanks, Adam S. Tracy

      Adam Tracy
      Adam S. Tracy, Ltd.
      552 S. Washington St., Suite 117
      Naperville, IL 60540
    • Re: Corporations

      I respectfully disagree with the first answer. My answer is no, you do not need any resolutions for your single member LLC. LLCs do not have directors (your LLC may have a manager if you set up the LLC as a manager-managed LLC) and nor do they need officers. Furthermore, unlike a corporation, there is no statutory requirement for an annual meeting. Opening a bank account in the LLC name, when you are the only member (or manager) does not require a resolution. Resolutions in a single member LLC may be appropriate under certain circumstances to record that you approved a particular action, but routine corporate-style resolutions are not required and, in my view, are a complete waste of your time, paper and, if you pay someone to prepare them, money.

      David K. Staub
      Staub Anderson Green LLC
      55 W Monroe St, Suite 1925
      Chicago, IL 60603-5079
  • Trying to open a business account for small business please help!

    I have a small one person incorporated business and am new to the process of setting up a corporate checking account. I have been asked to provide Articles of Inc. for the business and my Corporate Resolution. Where can I locate this? If this is something I should have I must have misplaced it can I order the two from somewhere??
    • Re: Trying to open a business account for small business please help!

      Articles of Incorporation is the document which you filed to commence the corporation. You should have a copy with the recording information from NY State. If not, you can order a copy from them. Corporate Resolution is a document you prepare, or the bank can give you a blank form, just covering the authorization to open the account. As a corporate account, you should also have a Tax Identification Number. Did you get this from IRS? If not, go to the IRS web site and complete Form SS4 on line and they will issue a number. If you need help, contact me directly.

      Walter LeVine
      Walter D. LeVine, P. A.
      23 Vreeland Road #102
      Florham Park, NJ 07932
    • Re: Trying to open a business account for small business please help!

      If you used a company to file the documents with the NY Sect'y of State, they probably provided you with a form of those documents. Feel free to contact me with additional questions.

      Meyer Silber
      The Silber Law Firm, LLC
      30 Vesey Street, 2nd Floor
      New York, NY 10007
  • corporate resolution

    if a corporate board ''hereby authorizes'' so-and-so (an officer) to enter into contracts on behalf of the corporation, is that authorization automatically retroactive? For example, if the simple authorization is dated 01 September 2003 and doesn't specifically deal with commitments prior to 01 September 2003, is it valid only for commitments on and after 01 September 2003 or may it be used for commitments made prior to the simple authorization? Thanks.
    • Re: corporate resolution

      While I would need to see more to provide a definitive answer, I believe the authorization would need to include authorization of past acts.

      Donald Holben
      Donald R. Holben & Associates, APC
      5030 Camino de la Siesta, Suite 350
      San Diego, CA 92108
    • Re: corporate resolution

      The first point to keep in mind is that whether someone has the authority to bind the organization to a contract depends upon who is asking the question. Suppose the vice president of manufacturing of XYZ Corporation orders $100,000 worth of widgets for use in XYZ's routine production operations. From the standpoint of the seller of the widgets, this vice president probably has authority, and if XYZ tries to evade liability on the contract, it is likely to lose. In this example, the authority flows "ex officio," i.e. XYZ will be bound because its vice-president of manufacturing can reasonably be presumed to hold requisite authority for a deal of this kind. On the other hand, the V-P manufacturing could not be presumed to have authority to sign a merger agreement.Within XYZ Corporation, however, there may be a board of directors policy that ONLY the V-P of Purchasing may sign contracts for widgets. The V-P Manufacturing may be in big trouble within the company for what he did, but unless the widget supplier had actual notice that the V-P Mfg. lacked authority, the deal holds.This background is perhaps important to answering your question because of the point-of-view aspect of the "authority" question in general.Now, the answer to your question. I think the word "hereby" provides the answer. If the person is authorized "hereby," i.e. by virtue of a particular resolution, there is a clear implied message that the authority did not exist before the date of the resolution.If the resolution merely said "John Doe is authorized to sign contracts." it could establish a new policy, or it could simply declare existing policy. The resolution might have to be interpreted in the light of extrinsic facts and circumstances, such as whether there had been a change in Doe's title or duties, a change in other management policies, the debate at the board meeting prior to adopting the resolution, or anything else that might show what the board intended.As I indicated earlier, requisite authority to bind an organization may, as respects the rights of outsiders, flow from the office held, prior course of dealings, representations made by the signer, and other factors.

      Bryan Whipple
      Bryan R. R. Whipple, Attorney at Law
      P O Box 318
      Tomales, CA 94971-0318
  • Recording of corporate board meetings

    I am a board member of a mobilehome community homeowners association. The homes are owned by the residents and the land is rented from the owners. We are responsible for negoitaing rent increases, under Chapter 723 of Florida Mobilehome Law. We have a couple of members that are under the infunence of the owner and he is trying to use them to get unfair advantage. The 2 members now want to audio and video record all our board meetings. Not knowing what these recordings will be use for, we are going to pass a resolution banning all recording. Except for the official recording made by the Secretary. My question. Is this board resolution legal? If not is there any other way to stop the recording?
    • Re: Recording of corporate board meetings

      If these members privately bear the expense you cannot prevent it. If they want the MHO to pay for it vote it down.

      David Slater
      David P. Slater, Esq.
      5154 Windsor Parke Dr.
      Boca Raton, FL 33496
  • alternative dispute resolution

    Is the lawyer verbage : ''alternative dispute resolution'' the same process as going through county dispute resolution services offered through the state of California? If they are the same, then I'd like to know why my attorney charged me for him to be there when in fact, noone but the two in the dispute are supposed to be there, along with a mediator. Also, why was there a charge for this private alternative dispute resolution service? And why did the mediator tell me I had no chance of winning my dispute? Isn't it the job of the mediator to help us to come up with an outcome that benefits all?
    • Re: alternative dispute resolution

      These are questions for your lawyer.

      Michael Meyer
      Law Ofc. Of Michael J. Meyer
      1801 Clement Avenue, Suite 101
      Alameda, CA 94501
  • Can a Co-founder be removed by another Co-founder?

    My partner and I started an internet website. He owns about 51% of the company, I own about 46% of the company, with remaining shareholder owning 3% of the company. The board of directors consist of him and I.We got into an argument (he secretly registered corporate assets under his own name, and claiming corporate IP as his own), and he tried to removed me, by saying that he held a shareholder meeting by himself at his house and passed the resolution to nullify all my shares. I then reminded him that is fraud, and no shares can be nullifed with approval from board of director. Then I received an email from his lawyer, claiming to represent the company. And a new bylaw is to be adopted, and 5 of his friends and family members are to be elected as new board members. Lawyer also informed me that my shares payments for the work I have done in 2008 have not been approved by the board of directors (who is suppose to be just my partner) so I now own 32% of shares.Our company was out of funds thanks to squandering by my partner, I have never authorized hiring of a corporate lawyer using company's money to write threatening letters to me, a shareholders of 47%. What options do I have at this point?
    • Re: Can a Co-founder be removed by another Co-founder?

      Either resolve it privately, or sue. No other options.

      Terry A. Nelson
      Nelson & Lawless
      2134 Main St., #130
      Huntington Beach, CA 92648
    • Re: Can a Co-founder be removed by another Co-founder?

      Your posting shows this majority owner is violating several law of corporate organization and conduct. An obvious violation is that a corporation with three or more shareholders must have three or more directors. Next, board meetings must be called with proper advance notice, per the bylaws. There are several more likely violations of a minority owner's rights, including unfair dilution of stock, illegal loans to directors, and others.

      Bryan Whipple
      Bryan R. R. Whipple, Attorney at Law
      P O Box 318
      Tomales, CA 94971-0318