(3) If a resignation is made effective at a later date, the board of directors may: (a). (Utah Code § 16-10a-1105(1).) Board Actions The board of directors of each corporation party to the merger must approve a plan of merger or share exchange.Northwest provides a free, attorney-drafted corporate bylaws template, specific to Utah corporations. A Director Resolution creates either the director's minutes or the director's resolution in lieu of meeting for any corporation or organization. A board resolution is sometimes called a corporate resolution or directors' resolution. The board of directors consists of the executive committee and the commissioners.