Glossary and Definitions
Directors Resolution (USA)
A Director's Resolution is a legal document used within a corporation that is used to document the actions of the corporation's board of directors. When signed by all directors, it can be used in place of making a decision at a director's meeting. Normally, a Director's Resolution is reserved for decisions that do not constitute the normal day-to-day running of the business, such as large transactions or reorganizations of corporate structure. The document shows that the board of directors has taken votes or resolutions to empower others to carry out the business. The Director's Resolution serves as documentation to prove that the corporation is being run according to its charter and bylaws. A Director's Resolution differs from minutes because the minutes describe all items discussed during a board meeting, whereas a resolution is a description of a specific action taken.