[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used by the Board of Directors when authorizing conversion of excess depreciation to surplus. 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 CONVERSION OF EXCESS DEPRECIATION TO SURPLUS
Upon a duly made, seconded and unanimously carried motion, the Board of Directors of this Corporation adopted the following resolution: WHEREAS [N] Dollars ($[N]) have been assigned to the depreciation account on the Corporation's books for the period running from [DATE] to [DATE], and WHEREAS [N] Dollars ($[N]) have been assigned to the reserve for depreciation on the books of the Corporation, and WHEREAS the value of the real property upon which the above mentioned depreciation and reserve for depreciation charges and credits were made has been determined by the independent appraisal firm of [N] to be [N] Dollars ($[N]), it is hereby: RESOLVED, that the Treasurer of this Corporation is hereby directed to transfer on the Corporation's books [N] Dollars ($[N]) from the Corporation's reserve for buildings account to the Corporation's surplus account. 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