Resolutions of the board of directors of an Ohio corporation electing directors to fill director vacancies. For the purpose of demonstrating that the person signing documents and forms has the company's authority to sign on behalf of the company.Unless otherwise provided in the articles or regulations or in a resolution of the directors, the chairperson of the board is not an officer of the corporation. Trustees or board members always must act fairly and in the best interest of the organization without concern for their own interests. Attendance of members. ➢ Affirmative Vote of all members to pass legislation. Why do I need corporate resolutions? Typically, the board of directors might introduce a proposal and vote on it. Whatever the board's decision, it's recorded in the board meeting minutes. In the event that a company decides to sell its property, it will require a corporate resolution to sell real estate.