South Dakota Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation

• Category: Corporations - Minutes and Resolutions
• State: Multi-State
• Control #: US-1340827BG
• Format: Word; Rich Text

Description

As the title states, this form is a sample resolution authorizing an increase in the number of directors of the corporation. The South Dakota Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation is a legal document that allows a corporation to increase the number of directors on its board. This resolution is an important step for corporations looking to expand their board and bring in additional expertise and perspectives. It is crucial to understand the different types and variations of this resolution, which include: 1. Ordinary Resolution: An ordinary resolution is passed by a simple majority of the shareholders entitled to vote. This type of resolution is commonly used for routine matters, such as increasing the number of directors. 2. Special Resolution: A special resolution requires the approval of a higher majority of shareholders, typically a two-thirds or three-fourths majority. In some instances, the corporate bylaws may impose specific requirements for passing a special resolution. 3. Unanimous Resolution: A unanimous resolution requires the unanimous consent of all shareholders entitled to vote. It is a rare occurrence, typically reserved for critical decisions impacting the corporation's fundamental structure. South Dakota law provides specific requirements for passing resolutions, including those related to the increase in directors: a. Notice and Quorum: Prior notice of the meeting must be given to all shareholders, and a quorum must be present to hold a valid vote. The quorum usually represents a minimum percentage of the outstanding shares that must be present or represented by proxy. b. Voting Power: Shareholders' voting power is often based on the number of shares they hold or the class of shares they own. Voting rights should be exercised in accordance with the corporation's bylaws and relevant state laws. c. Recording and Documentation: Resolutions should be properly recorded in meeting minutes, signed by the secretary or other authorized personnel, and kept as part of the corporation's records for future reference and compliance purposes. Keywords: South Dakota, Resolution of Shareholders, Increase in the Number of Directors, Corporation, Ordinary Resolution, Special Resolution, Unanimous Resolution, Notice, Quorum, Voting Power, Recording, Documentation.

The South Dakota Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation is a legal document that allows a corporation to increase the number of directors on its board. This resolution is an important step for corporations looking to expand their board and bring in additional expertise and perspectives. It is crucial to understand the different types and variations of this resolution, which include: 1. Ordinary Resolution: An ordinary resolution is passed by a simple majority of the shareholders entitled to vote. This type of resolution is commonly used for routine matters, such as increasing the number of directors. 2. Special Resolution: A special resolution requires the approval of a higher majority of shareholders, typically a two-thirds or three-fourths majority. In some instances, the corporate bylaws may impose specific requirements for passing a special resolution. 3. Unanimous Resolution: A unanimous resolution requires the unanimous consent of all shareholders entitled to vote. It is a rare occurrence, typically reserved for critical decisions impacting the corporation's fundamental structure. South Dakota law provides specific requirements for passing resolutions, including those related to the increase in directors: a. Notice and Quorum: Prior notice of the meeting must be given to all shareholders, and a quorum must be present to hold a valid vote. The quorum usually represents a minimum percentage of the outstanding shares that must be present or represented by proxy. b. Voting Power: Shareholders' voting power is often based on the number of shares they hold or the class of shares they own. Voting rights should be exercised in accordance with the corporation's bylaws and relevant state laws. c. Recording and Documentation: Resolutions should be properly recorded in meeting minutes, signed by the secretary or other authorized personnel, and kept as part of the corporation's records for future reference and compliance purposes. Keywords: South Dakota, Resolution of Shareholders, Increase in the Number of Directors, Corporation, Ordinary Resolution, Special Resolution, Unanimous Resolution, Notice, Quorum, Voting Power, Recording, Documentation.