Board Resolution: Appointing Officers
(NY Corporation)

Summary

This board resolution template may be used by the board of directors of a New York corporation to authorize the appointment of officers and ratification of any actions previously taken by such officers on behalf of the corporation. This template contains practical guidance and drafting notes, and optional clauses. Under New York law, the power to appoint all or some of the officers of a corporation may be reserved to the shareholders in the certificate of incorporation. See N.Y. Bus. Corp. Law § 715(b). Alternatively, the power to appoint officers may reside with the board of directors in a manner set forth in the bylaws of the corporation. See N.Y. Bus. Corp. Law § 715(a). This template contemplates the appointment of the officers of the corporation by the board during its annual meeting. Counsel should review the certificate of incorporation and the bylaws to ensure that this power has not been reserved to the shareholders. These resolutions are drafted in a manner so that they may be included in minutes of a board meeting. If the board instead adopts these resolutions by written consent, this template should be modified accordingly. For a full listing of key content covering board resolutions for private company corporate governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For additional information regarding management, board actions and meetings, see Management and Indemnification (NY Corporation).