[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used by the Board of Directors when authorizing an attorney to defend the company against a claim. The following text of this document should be reviewed and edited to fit your purposes. [Find, then fill-in, or delete text in brackets like this: “[NNN]” If there are dates in this document, they will automatically change to today’s date.
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Otherwise the following text should be reviewed and edited as needed:
BOARD OF DIRECTORS' RESOLUTION AUTHORIZING ATTORNEY TO DEFEND CORPORATION AGAINST A CLAIM
WHEREAS, a claim against this Corporation has been presented by [N] and [N]. WHEREAS, it appears that the aforesaid claim is without merit, it is hereby: RESOLVED, that the law firm of [LAW FIRM] is hereby authorized to defend this Corporation against the meritless claim presented by [N] and [N], and to take whatever actions they consider necessary and appropriate to defend this Corporation, subject to the consent of the President of this Corporation. The undersigned, [N], certifies that I am the duly appointed Secretary of [COMPANY NAME Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the Directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on [DATE], and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME] Corporation.
Dated: [DATE]
____________________ Secretary