DeepSeek vs Gemini vs Mistral: D&O Liability

Prompt
board resolution templates
DeepSeekDeepSeek
board resolution templates

Of course. Here are comprehensive board resolution templates for a variety of common situations, along with explanations and best practices.

Understanding Board Resolutions

A Board Resolution is a formal, legally-binding document that records a decision or action taken by a company's Board of Directors. It serves as proof that the board properly considered and approved a matter within its authority.

Key Components of a Resolution:

  • Title: Clearly states the purpose of the resolution.

  • Preamble/Whereas Clauses: Provides the background, context, and reasons for the decision.

  • Resolved Clauses: The core of the document, stating the specific action or decision being made.

  • Certification: The date, location of the meeting, and signatures of the board members (typically the Chair and Secretary).


General Template (Fill-in-the-Blanks)

This is a versatile template that can be adapted for many purposes.

BOARD RESOLUTION
Resolution Title: [e.g., Resolution to Approve the Annual Budget]
Date: [Date of Meeting]
Meeting Type: [Regular, Special, or Unanimous Written Consent]
WHEREAS, the Board of Directors of [Company Name] (the "Company") has met on [Date of Meeting] to discuss [Brief description of the matter at hand]; and
WHEREAS, the Board has reviewed and considered [Relevant documents, reports, or proposals]; and
WHEREAS, the Board finds it in the best interests of the Company to take the following action;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby:
1.  [State the specific action to be taken clearly and precisely. Use action verbs like "approves," "authorizes," "ratifies," "appoints," etc.].
    Example: ...hereby approves the Fiscal Year 2024 Operating Budget as presented by the Finance Committee.
2.  [Include any secondary actions, such as authorizing an officer to execute documents].
    Example: ...hereby authorizes the Chief Financial Officer to execute all necessary documents and take all necessary steps to implement this budget.
FURTHER RESOLVED, that any prior actions taken by the officers of the Company consistent with the purpose and intent of these resolutions are hereby ratified and confirmed.
CERTIFICATION
I, [Secretary's Name], Secretary of [Company Name], hereby certify that the foregoing resolution was duly adopted by the Board of Directors at a meeting held on [Date of Meeting], at which a quorum was present and acting throughout.
_______________________________
[Secretary's Name], Secretary
[Date]
_______________________________
[Chairperson's Name], Chairperson
[Date]

Specific Use-Case Templates

Here are tailored templates for common scenarios.

1. Appointment of Officer

BOARD RESOLUTION
Resolution Title: Resolution Appointing [New Officer's Name] as [Title]
Date: [Date of Meeting]
WHEREAS, the Board of Directors of [Company Name] has determined that it is in the best interest of the Company to appoint a new [Title]; and
WHEREAS, [New Officer's Name] has the necessary qualifications and experience to serve in this capacity;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby:
1.  Appoints [New Officer's Name] as the [Title] of [Company Name], effective [Start Date].
2.  Authorizes the [Title] to perform all duties and responsibilities customary to the office, subject to the direction of the Board of Directors.
3.  Sets the initial compensation for this position at [Salary/Compensation Details].
CERTIFICATION
I, [Secretary's Name], Secretary of [Company Name], hereby certify that the foregoing resolution was duly adopted by the Board of Directors.
_______________________________
[Secretary's Name], Secretary
[Date]

2. Approval of a Major Contract or Loan

BOARD RESOLUTION
Resolution Title: Resolution to Authorize Execution of Contract with [Vendor Name]
Date: [Date of Meeting]
WHEREAS, the Company has an opportunity to enter into a [Description of Contract, e.g., "Software Licensing Agreement"] with [Vendor Name] (the "Contract"); and
WHEREAS, the Board has reviewed the terms and conditions of the proposed Contract and believes it to be in the Company's best interests;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby:
1.  Approves the form and substance of the Contract with [Vendor Name], attached hereto as Exhibit A.
2.  Authorizes and directs the [CEO/President], or their designee, to execute and deliver the Contract on behalf of the Company.
3.  Authorizes the officers of the Company to take any and all actions necessary to carry out the intent of this resolution.
CERTIFICATION
I, [Secretary's Name], Secretary of [Company Name], hereby certify that the foregoing resolution was duly adopted.
_______________________________
[Secretary's Name], Secretary
[Date]

3. Declaration of Dividends

BOARD RESOLUTION
Resolution Title: Resolution Declaring a Cash Dividend
Date: [Date of Meeting]
WHEREAS, the Company has sufficient retained earnings and cash flow to declare a dividend to its shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby:
1.  Declares a cash dividend of [$X.XX] per share on the outstanding common stock of the Company.
2.  Sets the record date for determining shareholders entitled to receive the dividend as [Record Date].
3.  Sets the payment date for such dividend as [Payment Date].
4.  Directs the Treasurer to take all necessary steps to ensure the payment of the dividend on the specified date.
CERTIFICATION
I, [Secretary's Name], Secretary of [Company Name], hereby certify that the foregoing resolution was duly adopted.
_______________________________
[Secretary's Name], Secretary
[Date]

4. Authorization to Open a Bank Account

BOARD RESOLUTION
Resolution Title: Resolution to Open Bank Account with [Bank Name]
Date: [Date of Meeting]
WHEREAS, the Company requires a new banking relationship/a new account for operational purposes;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby:
1.  Authorizes the opening of a [Type of Account, e.g., "Business Checking Account"] with [Bank Name] at its [Branch Address] branch.
2.  Designates the following individuals as authorized signers on the account, requiring [e.g., "any one signature"] for transactions:
    - [Name of Authorized Signer 1, Title]
    - [Name of Authorized Signer 2, Title]
3.  Authorizes the designated officers to execute all necessary signature cards, agreements, and documents required by the bank to establish and maintain the account.
CERTIFICATION
I, [Secretary's Name], Secretary of [Company Name], hereby certify that the foregoing resolution was duly adopted.
_______________________________
[Secretary's Name], Secretary
[Date]

Best Practices for Drafting and Using Resolutions


  • Be Specific and Clear: Avoid ambiguous language. The resolution should leave no room for misinterpretation about what was decided.

  • Use "Whereas" Clauses Wisely: These provide the legal and business justification for the decision. They are important for the corporate record, especially if the decision is ever challenged.

  • Number the "Resolved" Clauses: This makes the resolution easy to read and reference.

  • Attach Supporting Documents: If the resolution approves a contract, budget, or policy, attach it as an exhibit and reference it in the resolution (e.g., "...as attached hereto as Exhibit A").

  • Formal Adoption: Resolutions must be adopted at a properly convened meeting where a quorum is present, or via a Unanimous Written Consent (UWC) signed by all directors.

  • Maintain Corporate Records: Keep all signed resolutions in the corporate minute book. They are critical for maintaining the corporate veil and demonstrating good governance.

  • Seek Legal Counsel: For complex, high-stakes, or unusual matters (e.g., mergers, acquisitions, issuing stock), always consult with a qualified corporate attorney.


By using these templates as a starting point, you can ensure your board's decisions are documented professionally and legally.

01:33
GeminiGoogle
board resolution templates

Okay, let's break down board resolution templates. I'll give you a general structure, key components, and then some examples tailored to common scenarios.

Understanding Board Resolutions

A board resolution is a formal written record of a decision made by a company's board of directors. It serves as official documentation of the board's actions and provides a clear, legally binding statement of the decision. It's crucial for compliance, transparency, and accountability.

General Structure of a Board Resolution Template

Here's a basic template you can adapt:

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** [Resolution Number - e.g., 2023-10-27-01]
**Date:** [Date of the Meeting - e.g., October 27, 2023]
**Subject:** [Brief, descriptive subject of the resolution - e.g., Approval of Q3 Financial Statements]
**WHEREAS,** [Recital 1 -  State the background or reason for the resolution.  Provide context.]
**WHEREAS,** [Recital 2 -  Add another recital if necessary. Can have multiple "WHEREAS" clauses.]
**WHEREAS,** [Recital 3 - Add another recital if necessary.]
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  [Clearly state the action being approved. Be specific and unambiguous. Use action verbs.]
2.  [Include any specific details, conditions, or limitations related to the action.]
3.  [If applicable, specify who is responsible for carrying out the resolution.]
4.  [Add additional clauses as needed to cover all aspects of the decision.]
**FURTHER RESOLVED, THAT:** [Optional -  Use this to add further related actions or clarifications.]
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on [Date of Meeting], at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

Key Components Explained:

  • Company Name: The full legal name of the company.

  • Board of Directors Meeting: Clearly indicates the document's purpose.

  • Resolution Number: A unique identifier for tracking purposes. Use a consistent numbering system.

  • Date: The date the resolution was passed. The meeting date is critical.

  • Subject: A concise description of what the resolution addresses.

  • WHEREAS Clauses (Recitals):

  • These are the "whereas" clauses. They provide the background information, justification, and rationale for the resolution. They set the stage and explain why the board is taking this action.

  • Use factual statements.

  • Explain the need for the resolution.

  • Refer to relevant documents or information.

  • RESOLVED, THAT Clauses (The Action):

  • This is the core of the resolution. It clearly and precisely states the action the board is approving.

  • Use strong action verbs (e.g., approve, authorize, ratify, adopt, appoint, direct).

  • Be specific. Avoid vague language.

  • Include all necessary details (e.g., dollar amounts, names, dates, specific terms).

  • Break down complex actions into multiple numbered clauses for clarity.

  • FURTHER RESOLVED, THAT Clauses (Additional Actions/Clarifications):

  • Use this section for any related actions, delegations of authority, or clarifications that stem from the main resolution.

  • Certification:

  • This section is signed by the company secretary (or another authorized officer) to verify the accuracy and authenticity of the resolution.

  • It confirms that the resolution was properly adopted at a valid board meeting with a quorum present.

  • Approval:

  • This section is signed by the Chairman or Presiding Officer.


Important Considerations:
  • Quorum: Ensure a quorum of directors was present at the meeting when the resolution was adopted. The certification confirms this.

  • Voting: While not always explicitly stated in the resolution itself, the minutes of the meeting should record the voting results (e.g., unanimous approval, votes for, votes against, abstentions).

  • Legal Review: For significant or complex matters, have the resolution reviewed by legal counsel before it's adopted.

  • Record Keeping: Store all board resolutions securely and systematically. They are important legal documents.

  • State Law: Be aware of any specific requirements for board resolutions under the laws of your state of incorporation.


Examples of Board Resolution Templates (Tailored to Specific Scenarios):

1. Approval of Financial Statements:

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** 2023-10-27-02
**Date:** October 27, 2023
**Subject:** Approval of Q3 2023 Financial Statements
**WHEREAS,** the management of [Company Name] has prepared the financial statements for the quarter ended September 30, 2023; and
**WHEREAS,** these financial statements have been reviewed by the Audit Committee of the Board; and
**WHEREAS,** the Audit Committee has recommended that the Board approve the financial statements;
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  The Board of Directors hereby approves the financial statements of [Company Name] for the quarter ended September 30, 2023, as presented to the Board.
2.  The Chief Financial Officer is authorized to file these financial statements as required by applicable laws and regulations.
**FURTHER RESOLVED, THAT:** The minutes of this meeting shall reflect the Board's discussion and approval of these financial statements.
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on October 27, 2023, at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

2. Appointment of a New Officer:

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** 2023-10-27-03
**Date:** October 27, 2023
**Subject:** Appointment of Chief Marketing Officer
**WHEREAS,** the position of Chief Marketing Officer is currently vacant; and
**WHEREAS,** the Board has interviewed and considered several candidates for this position; and
**WHEREAS,** the Board believes that [Name of Candidate] possesses the necessary qualifications and experience to serve as Chief Marketing Officer;
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  [Name of Candidate] is hereby appointed as Chief Marketing Officer of [Company Name], effective [Date].
2.  The Chief Executive Officer is authorized to negotiate and execute an employment agreement with [Name of Candidate] on terms and conditions acceptable to the CEO.
3.  The compensation and benefits for [Name of Candidate] shall be as outlined in the employment agreement approved by the CEO.
**FURTHER RESOLVED, THAT:**  The Secretary of the Company is authorized to update the company's records to reflect this appointment.
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on October 27, 2023, at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

3. Approval of a Loan:

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** 2023-10-27-04
**Date:** October 27, 2023
**Subject:** Approval of Loan from [Lender Name]
**WHEREAS,** the Company requires additional funding for [Purpose of Loan - e.g., expansion of operations, working capital]; and
**WHEREAS,** the Company has received a loan offer from [Lender Name] for $[Amount] with terms as outlined in the Loan Agreement; and
**WHEREAS,** the Board has reviewed the terms and conditions of the Loan Agreement and believes that it is in the best interest of the Company to accept the loan;
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  The Board of Directors hereby approves the Loan Agreement with [Lender Name] for $[Amount], with the terms and conditions as presented to the Board.
2.  The [Title of Officer - e.g., Chief Executive Officer, Chief Financial Officer] is authorized to execute the Loan Agreement and any related documents on behalf of the Company.
3. The [Title of Officer - e.g., Chief Executive Officer, Chief Financial Officer] is authorized to take all such actions to comply with the Loan Agreement.
**FURTHER RESOLVED, THAT:**  The Secretary of the Company is authorized to maintain a copy of the Loan Agreement in the Company's records.
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on October 27, 2023, at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

4. Amendment to Bylaws:

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** 2023-10-27-05
**Date:** October 27, 2023
**Subject:** Amendment to Company Bylaws
**WHEREAS,** it is necessary to amend the bylaws of the Company to [State reason for amendment - e.g., update procedures for board meetings, reflect changes in state law]; and
**WHEREAS,** the proposed amendment to the bylaws has been reviewed by the Board of Directors;
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  The Board of Directors hereby approves the amendment to the Company's bylaws as set forth in Exhibit A attached hereto.
2.  The amended bylaws shall be effective immediately upon adoption of this resolution.
3.  The Secretary of the Company is directed to update the official copy of the Company's bylaws to reflect the amendment.
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on October 27, 2023, at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

5. Approval of a Merger or Acquisition:

(This is a complex one, so the template is more general. Legal counsel is essential.)

**[Company Name]**
**Board of Directors Meeting**
**Resolution Number:** 2023-10-27-06
**Date:** October 27, 2023
**Subject:** Approval of Agreement and Plan of Merger with [Acquiring Company Name]
**WHEREAS,** the Company has negotiated an Agreement and Plan of Merger (the "Merger Agreement") with [Acquiring Company Name], dated as of [Date], providing for the merger of the Company with [Acquiring Company Name]; and
**WHEREAS,** the Board of Directors has reviewed the Merger Agreement and believes that the merger is in the best interests of the Company and its shareholders; and
**WHEREAS,** [State any other relevant facts or considerations];
**NOW, THEREFORE, BE IT RESOLVED, THAT:**
1.  The Board of Directors hereby approves the Merger Agreement in substantially the form presented to the Board, and the execution, delivery, and performance of the Merger Agreement and the transactions contemplated thereby are hereby authorized.
2.  The [Title of Officer - e.g., Chief Executive Officer] is authorized and directed to execute and deliver the Merger Agreement on behalf of the Company.
3.  The officers of the Company are authorized and directed to take all such further action as they deem necessary or advisable to carry out the purposes and intent of this resolution and the Merger Agreement.
4.  [Include a clause regarding shareholder approval if required].
**Certification**
I, [Name of Secretary], Secretary of [Company Name], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors of said corporation, duly called and held on October 27, 2023, at which a quorum was present and acting throughout.
____________________________
[Name of Secretary]
Secretary, [Company Name]
**Approval:**
____________________________
[Name of Chairman/Presiding Officer]
Chairman/Presiding Officer

Key Takeaways for Using These Templates:

  • Adapt, Don't Just Copy: These are templates. You must tailor them to the specific facts and circumstances of your situation.

  • Be Specific: The more detail you include, the less room there is for ambiguity or later disputes.

  • Consult Legal Counsel: For significant decisions, always have a lawyer review the resolution before it's adopted.

  • Maintain Accurate Records: Keep all resolutions and related documents organized and accessible.

  • Consistency: Use a consistent format and numbering system for all resolutions.


By following these guidelines and using these templates as a starting point, you can create effective and legally sound board resolutions for your company. Good luck!

01:33
MistralMistral AI
board resolution templates

Board resolution templates are useful for documenting formal decisions made by a company's board of directors. These resolutions can cover a wide range of topics, from approving financial transactions to appointing new officers. Below are some common templates for various types of board resolutions:

1. General Board Resolution Template

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby approves the following:

  • [Description of the Resolution]


FURTHER RESOLVED, that this resolution shall be effective as of [Effective Date].

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

2. Approval of Financial Transaction

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby approves the financial transaction described as follows:

  • [Description of the Financial Transaction]


FURTHER RESOLVED, that the officers of the company are authorized and directed to take all actions necessary to implement this resolution.

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

3. Appointment of New Officer

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby appoints [New Officer's Name] to the position of [Position Title], effective as of [Effective Date].

FURTHER RESOLVED, that [New Officer's Name] shall have all the powers and duties customarily associated with the position of [Position Title], and shall serve at the pleasure of the Board of Directors.

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

4. Approval of Loan

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby approves the borrowing of [Amount] from [Lender's Name], on the terms and conditions set forth in the loan agreement dated [Date].

FURTHER RESOLVED, that the officers of the company are authorized and directed to execute all necessary documents and take all actions necessary to implement this resolution.

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

5. Approval of Contract

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby approves the contract with [Contracting Party's Name], on the terms and conditions set forth in the contract dated [Date].

FURTHER RESOLVED, that the officers of the company are authorized and directed to execute all necessary documents and take all actions necessary to implement this resolution.

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

6. Approval of Annual Budget

[Company Name]
Board Resolution
Date: [Date]

RESOLVED, that the Board of Directors of [Company Name] hereby approves the annual budget for the fiscal year ending [End Date], as presented to the Board on [Date].

FURTHER RESOLVED, that the officers of the company are authorized and directed to take all actions necessary to implement this resolution.

IN WITNESS WHEREOF, the undersigned, being all the directors of [Company Name], have executed this resolution as of the date first above written.

[Director's Name]
[Director's Title]

[Director's Name]
[Director's Title]

These templates can be customized to fit the specific needs and circumstances of your company. Always consult with legal counsel to ensure compliance with all applicable laws and regulations.

01:33

💡 Try this comparison yourself:Compare AI models side-by-side on SNEOS

Analysis

This comparison demonstrates the different approaches each AI model takes when responding to the same prompt. Here are the key differences observed:

Response Characteristics

DeepSeek: Provides a direct response with 93 sentences.

Gemini: Provides a detailed response with 128 sentences.

Mistral: Provides a detailed response with 28 sentences.

Key Takeaways

  • Each model brings unique strengths to this type of query
  • Response styles vary significantly between models
  • Consider your specific use case when choosing between these models

Try This Comparison Yourself

Want to test these models with your own prompts? Visit SNEOS.com to compare AI responses side-by-side in real-time.

This comparison was generated using the SNEOS AI Comparison ToolPublished: October 02, 2025 | Models: DeepSeek, Gemini, Mistral