Source: Adrian J. Adams Esq.
QUESTION: We have a board resolution dated April 17, 2013, signed by the secretary. But there is no
mention of this resolution either in the agenda or the approved minutes for this date. I am curious if the resolution is in force nonetheless.
ANSWER: Yes, the resolution is likely in force. The fact that it was signed by the secretary and is part of your corporate records indicates it was authorized by the board. Another indicator of authenticity is if the resolution has been enforced by prior boards.
If you wish, you can reaffirm the resolution at your next board meeting and include it in the minutes. If you do, you should add background information about it being passed in 2013 and the board is simply correcting the record. If, on the other hand the current board is unhappy with the resolution, it can vote to rescind it.
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