Board Resolutions: Nominating Directors to be Elected at Annual Meeting

Summary

This board resolutions template for the board of directors can be used to nominate directors to be elected at the company’s annual meeting. The resolutions are appropriate for both reappointing incumbent directors and nominating new directors for shareholder consideration. The resolutions may be inserted into the minutes of a meeting of the board, or included in a unanimous written consent of the board, if no meeting is held. This template includes practical guidance, drafting notes, and optional clauses. The resolutions may need to be modified to address any requirements required by the company’s state of incorporation and governing documents, as well as other regulatory requirements. For instance, a company may have a nominating / corporate governance committee (or similar) that is responsible for recommending director nominees to the board for its approval and nomination for shareholder approval. For a template of resolutions that may be used by a nominating committee, see Nominating and Corporate Governance Committee Resolutions: Nominating Directors to be Appointed at Annual Meeting. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For information on practical considerations surrounding finding, appointing and defining the responsibilities of an effective board leader, see Board Leadership Replacement: Process and Practical Concerns.