英文版法律顾问手册-董事会决议（定稿）

第一篇：英文版法律顾问手册-董事会决议（定稿）

BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE]

The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions:

RESOLVED THAT:

1.The financial statements of the company for the fiscal year ended [MONTH AND DAY],prepared by [ACCOUNTANT’S NAME], Chartered Accountants, under their comments dated

[DATE], are approved which approval shall be evidenced by signature of the balance sheet.OR

2.The financial state of the company for the fiscal year ended [MONTH AND DAY], prepared by

[AUDITORS’ NAMES].Under their audit report dated [DATE], are approved, which approval shall be evidenced by signature of the balance sheet.3.The approved financial statements be placed before the annual meeting of shareholders of

the company.4.[ACCOUNTANTS] are appointed the accountants of the company for the current fiscal year.5.By-Law No.[NUMBER] is passed as a by-law of the company to be placed before a meeting of

shareholders of the company for confirmation.6.The application to amend the Articles of Incorporation [OR LETTERS PATENT] of the company

in the draft form appended as Schedule A to these resolutions is approved to be placed before a meeting of shareholders of the company for confirmation.7.The company sells substantially all its assets to [PURCHASER NAME] in accordance with the

draft agreement of purchase and sale appended as Schedule A to these resolutions.8.[CHAIRMAN NAME] is elected as Chairman of the Board of Directors.9.A dividend of [AMOUNT] per share is declared on the issued [CLASS NAME] shares of the

company held by the [CLASS NAME] shareholders of records as of this date.10.The salary of the [OFFICER] of the company is fixed at [AMOUNT] per annum effective

[DATE].11.The company executes the [CONTRACT/INSTRUMENT] in the draft form appended as

Schedule A to these resolutions.12.The transfer of [NUMBER AND CLASS OF SHARES] from [TRANSFEROR NAME] to

[TRANSFEREE NAME] is approved.13.The address of the head office [OR REGISTERED] of the company is changed to [YOUR

COMPLETE ADDRESS].[DIRECTOR NAME][DIRECTOR NAME]

第二篇：英文版法律顾问手册-董事会会议记录

MINUTES OF MEETING OF DIRECTORS

[YOUR COMPANY NAME]

Opening:

Minutes of a meeting of the Board of Directors of [YOUR COMPANY NAME] duly called and held on [DATE] at [ADDRESS], commencing at [TIME].Present were:

[LIST OF ATTENDEES]

With the approval of the directors present, [CHAIRMAN NAME] acted as Chairman of the meeting and [SECRETARY NAME] recorded the minutes.On motions duly made and seconded, it was voted that:

1.The minutes of the last meeting of directors be taken as read.2.[INSERT RESOLUTION PER NUMBERED PARAGRAPH]

Dissenting to the motion were [DISSENTING NAMES].There being no further business to transact at this time, it was voted to adjourn the meeting.Dated [DATE]

[SECRETARY NAME], Secretary[CHAIRMAN NAME], Chairman

第三篇：英文版法律顾问手册-关于终止合同的董事会决议

BOARD RESOLUTION OF [YOUR COMPANY NAME]

TO TERMINATE A CONTRACT

DULY PASSED ON [DATE]

TERMINATION OF A CONTRACT

WHEREAS, [YOUR COMPANY NAME] and [NAME] are presently engaged in an agreement dated

[DATE], whereby said agreement summarily calls for [DESCRIBE] and

WHEREAS,[YOUR COMPANY NAME] deems it to be in the best interests of both parties to terminate said agreement as to any non-performed part thereon, be it:

RESOLVED, that [YOUR COMPANY NAME] herewith terminate said agreement on the terms contained as annexed hereto.RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation.It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the above-named Company on the [DAY] day of [MONTH, YEAR], in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute book and is in full force and effect.[DIRECTOR]

[DIRECTOR]

[DIRECTOR]

第四篇：董事会决议范本

苏尼特右旗铜业有限公司

第一届第四次董事会决议

苏尼特右旗朱日和铜业有限公司第一届第四次董事会，于2007年 4月26日下午在北京华夏建龙矿业科技有限公司苑占永先生的贵宾室召开。

公司董事会共有董事5人，董事长解书谦先生、董事苑占永先生、时丕朋先生等出席本次会议，董事丛革臣先生委托苑占永先生代为表决。董事李涛先生委托时丕朋先生代为表决。

监事会召集人叶枝玖先生、总经理崔敬宇先生列席本次会议。本次会议的出席人数及表决均符合《公司法》和《公司章程》的有关规定，会议由公司董事长解书谦先生主持。会议审议通过了如下议案：

一、关于更换董事长和聘任公司总经理的议案

因工作需要，会议同意解书谦先生辞去董事长职务；选举时丕朋先生为公司董事长，解聘其公司总经理职务；聘任崔敬宇为公司总经理。

董事会决议有效票数共计5票，同意5票。

二、关于公司2007年5月-12月生产经营方案

董事会决议有效票数共计票，同意票。

董事会

二00六年四月二十五日

第五篇：董事会决议(借款人)

董事会决议

本公司于向2010年4月7日向东莞信托有限公司（下称“东莞

信托”）借款人民币万，期限1年（合同编号：xxxxxxxxxxxx

号），就本公司向东莞信托申请原借款展期1年事宜，于2011年 3 月日召开董事会会议，会议参加成员、人数、议事方式和表决程序符合本公司章程的规定。

会议通过以下事项：

同意向东莞信托申请原借款展期1年，作为流动资金周转之用。

出席会议的董事签名：

章）

年月日