Board Resolution Approving Job Description & Code Of Conduct

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BOARD RESOLUTION APPROVING JOB DESCRIPTION AND CODE OF CONDUCT 

DATE PASSED: [DATE] 

[YOUR COMPANY NAME]

WHEREAS, the Company considers the position and functions of the Board of Directors as indispensable and significant for the overall operation and conduct of the Company; 

WHEREAS, the qualifications and credibility of the Board of Directors are of fundamental importance to the Company;

WHEREAS, the conduct, behavior, and overall performance and exercise of the chosen Board of Directors of their respective duties and responsibilities can affect the credibility and effectiveness of the Company; 

RESOLVED, the Company’s bylaws shall be modified and stated in the following manner:

ARTICLE I: INDEPENDENCE AND IMPARTIALITY 

1.1 Generally, the job description and list of responsibilities of members of the Board of Directors are enshrined in the Articles of Incorporation and Bylaws of the Corporation. This resolution supplements them. 

1.2 The members of the Board are responsible in performing oversight and supervisory functions over the affairs and engagements of the Corporation. 

1.3 They are considered as the representatives of the Corporation and play a pivotal role in decision-making processes and activities. 

1.4 As members of the Board, they are required to be independent and impartial at all times. The interests and welfare of the Corporation as a whole must be upheld in any and all of their decisions. 

ARTICLE II: MEETINGS 

2.1 The members of the Board are obliged and mandated by this resolution and the bylaws of the Corporation to attend the regular and special meetings diligently. 

2.2 The members of the Board must be present during all meetings and are required to participate and engage in the discussion.

2.3 The members of the Board must be prepared during the meetings. 

2.4 In the event that a member of the Board cannot attend a meeting due to justifiable and excusable grounds, prior notice must be provided and given to the Secretary not later than [NUMBER] of days from the scheduled date of the meeting. 

2.5 The members of the board must render decisions and resolutions based on factual and legal considerations. 

ARTICLE III: CONFLICT OF INTEREST

The members of the Board are required and mandated by this resolution to disclose any and all of its business and personal engagements that may tantamount to conflict of interest in the performance of their duties and responsibilities as a director. 

ARTICLE IV: PERFORMANCE OF THEIR RESPONSIBILITIES

4.1 The undersigned board of directors have the right to delegate and assign some of its administrative tasks and duties to the specialized committees of the Corporation subject to the terms and conditions provided under the corporation’s bylaws. 

4.2 Nothing in this resolution authorizes any of the board of directors to delegate functions and responsibilities that are personal to them or attached to their office as provided under the corporation’s bylaws. 

ARTICLE V: RESPONSIBILITY FOR SPECIFIC MATTERS

5.1 The following is a list of specific responsibilities that the members of the board have to comply with in good faith and with due diligence: [RESPONSIBILITIES]

5.2 Nothing in this resolution authorizes any of the board of directors to delegate functions and responsibilities that are specifically assigned to them as provided under the corporation’s bylaws. 

ARTICLE VI: INTEGRITY AND CONFIDENTIALITY 

6.1 The undersigned members of the board of directors are mandated by this resolution to act with integrity and probity at all times. They should maintain their good standing with respect to their term as a board of director. 

6.2 They are expected to carry out their duties and responsibilities in accordance with the code of conduct and good governance provided under the LAW/ACT]

6.3 The undersigned parties are obliged to preserve the integrity of any and all material and confidential information which were shared and disclosed to them in the course of their respective term of office. 

NOW THEREFORE, the undersigned Board of Directors hereby attest to the veracity of this resolution and manifest their full commitment to adhere and comply with its terms. Furthermore, we, the board of directors of [YOUR COMPANY NAME] consisting of [NUMBER 1] members, constituting a quorum, were present during the meeting held at  [VENUE] at [EFFECTIVE DATE] [TIME], duly approved the contents of this resolution and that no member objected to its conclusion. 

DIRECTOR A

DIRECTOR B

DIRECTOR C