第一篇：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]
第二篇：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]
第三篇：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
第四篇：英文法律顾问合同
LEGAL SERVICES RETAINER AGREEMENT
READ THIS AGREEMENT CAREFULLY BEFORE SIGNING.Once signed, the parties to this Agreement will be bound by its terms and conditions.The parties are advised that they should make sure they understand the Agreement before signing.Because the practice of law can be complex, this Agreement cannot completely disclose every interpretation of legal concepts.By signing, the parties indicate that they agree to the terms of the Agreement.PARTIES TO THIS AGREEMENT: This Agreement is entered into by and between Huayuan Minxin Law Firm(hereinafter “Huayuan Minxin”)and Fleet Street, Ltd.Suzhou Representative Office in China(hereinafter “Client”)on this 15th day of September, 2011, Changshu, Jiangsu, China.Article 1 Attorneys As requested by the Client, Huayuan Minxin shall designate Attorneys Mao Zhengjiang and Stanley Times to act as the legal counsels of the Client(hereinafter referred to as the “Legal Counsel”).If necessary, Huayuan Minxin may designate other attorneys under its employment as supplemental or substitute attorneys with prior written consent of the Client.Nothing contained herein shall be construed as creating the relationship of employer and employee between Huayuan Minxin/Legal Counsel and the Client.Huayuan Minxin shall be deemed at any and all times to be an independent contractor.Article 2 Services to Be Provided by Huayuan Minxin Attorney will provide the following Legal Services to the Client: Ⅰ.Non-litigation affairs A.Provide regular legal advice for the business operation and management of the Client: 1.Answer questions on legal issues of the Client, and upon the Client’s request issue “Legal Opinion Letter”.2.Provide legal advice on the issues relating to the production, operation and management of the Client.3.In general, Law Firm shall response with answer to the Client’s questions within 24 hours;as for complex and significant legal issues, Law Firm shall response with answer to the Client’s questions within 60 hours.B．Provide legal advice related to internal management.1.Attend the Client’s internal meetings and provide related legal suggestions if requested.2.Establish, modify or review the internal management system, labor contract, and relevant training contract and non-disclosure agreements for the Client;3.Offer written and oral initial legal opinion or advice on commercial plans or financing plans of the Client.C.Take part in the negotiations between the Client and its customers if requested: 1.Participate in commercial negotiations upon the Client’s request.2.Attend meetings with the Client or third parties on behalf of the Client.D.Draft, review or modify contracts and other legal documents in relation to the business operation and management of the Client.E.Provide legal training courses for the employees of the Client upon request;for this the Client shall give a 7 days prior notice to the Promise.F.Assist and arrange the Client to communicate with the relevant departments of the government on the issues relating to the production, operation and management of the Client.G.Offer legal opinion or advice on the protection of intellectual property rights of the Client, including but not limited to patent right, trademark right, copyright, trade secret and franchise.H.Issue “Lawyer’s Letter” to third parties on the issues relating to the production, operation and management of the Client, and respond to Lawyer’s letters issued by third parties.Ⅱ.Arbitration and/or litigation affairs A.Research the cases and elaborate the handling strategies.B.Draft relevant legal documents for arbitration and/or litigation.C.Appear in court on behalf of the Client.It is agreed that the precise listing of Legal Services to be provided sometimes cannot be made.What Legal Services Attorney will provide will be determined by the usual business practices of the legal community of Suzhou, Jiangsu.Article 3 Term of this Agreement This Agreement shall be effective from the date when it is duly executed by both parties and shall remain effective for one(1)year(hereinafter referred to as “Initial Period”).This Agreement will automatically expire on the last day of this Initial Period without any further written notice.After the expiation of Initial Period, this Agreement can be renewed annually upon agreement between the parties.In any case, any extension of present Agreement will be subject to a separate new written agreement.Article 4 Fees for Services
For the Legal Services as listed in Part Ⅰ of Article 2 hereof, the Client shall pay Law Firm a total service fee of Twenty Thousand RMB(￥20,000).The Client shall pay the Huayuan Minxin Five Thousand RMB(￥5,000)within on Sep.15, 2011as down payment, pay Seven Thousand and five hundred RMB(￥7,500)on Oct.15, 2011, and pay Seven Thousand and five hundred RMB(￥7,500)RMB on Nov.15, 2011.The costs for arbitration and litigation affairs will be directly paid by the Client;while Huayuan Minxin shall give the Client 20% discounts on its customary charges for the Legal Services as listed in Part II of Article 2 hereof.Such Legal Services will be invoiced at the end of the month during which they have been performed and payable 15 days before the date of invoice.Article 5 Costs and Expenses The Client shall burden all “costs” and “expenses” in relationship to Attorney’s legal services under this Agreement.Costs and expenses include, but are not limited to, long distance telephone charges, facsimile charges, court filing fees, deposition costs, expert fees and expenses, investigation costs, mileage charges, parking, messenger service fees, photocopying expenses, 2 process server fees and any other related expenses incurred by Attorney to provide services to Client.Article 6 Duties of Huayuan Minxin Huayuan Minxin shall provide the Legal Services in good faith and undertakes to perform these matters with due professional care, in compliance with all relevant legal regulations, on professional level and within terms required by laws or agreed on in this Agreement or which the Parties shall agree upon individually, either verbally or in writing.Huayuan Minxin undertakes to perform the Legal Services, so that all interests and goals of the Client known to it are always taken into consideration and are duly protected.Huayuan Minxin agrees to indemnify the Client for any claims arising out of Legal Counsel’s performance of services hereunder.Huayuan Minxin shall maintain professional malpractice insurance covering Legal Services performed under this Agreement.Whether during or after the termination of this Agreement, Huayuan Minxin shall not disclose to any third party(s)any information concerning the Client ’s business operation obtained by Huayuan Minxin through providing Legal Services for the Client, such as operation model, customers’ information, commercial information or any other kind of information.Article 7 Duties of the Client It is the Client’s responsibility to cooperate fully with Huayuan Minxin by, among other things, providing Huayuan Minxin with all requested information and making the Client or the representatives of the Client reasonably available for consultation and interviews upon request.The information provided by the Client should be correct and complete;otherwise Huayuan Minxin will be exempted from any legal liabilities due to uncorrected or incomplete information provided by the Client and will be entitled to cancellation of the Agreement.Article 8 Records Retention Unless otherwise directed by the Client, Huayuan Minxin shall retain all records relating to the performance of the Legal services herein for a period of 10 years following the termination of this Agreement.Upon the request of the Client, Huayuan Minxin shall allow representatives or designees of the Client to review and/or audit said records at all reasonable times.Upon the request of the Client, after the expiration of the records retention period, Huayuan Minxin shall return all the files and records to the Client.Huayuan Minxin may destroy all records in whatever media that are not returned at the expiration of the records retention period.Article 9 General Provision Any amendments or changes to this Agreement shall be made in writing upon previous agreement by both parties.If any term or provision of this Agreement, or any application of any term or provision of this Agreement, is held to be unenforceable, the unenforceability of that term, provision or application shall not affect the enforceability of any other terms, provisions, or applications.This Agreement contains all the terms and conditions agreed upon by the parties.No understandings or otherwise regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto.Article 10 Governing Law and Settlement
This Agreement shall be governed by law of the People’s Republic of China.Any unsettled matter or any dispute arising from or in connection with this Agreement shall be settled by amicable consultation or otherwise submitted to Suzhou Arbitration Commission for arbitration, whose award shall be final and binding upon both parties.Article 11 Establishment
This Agreement shall be written in English & Chinese and established with both parties’ signatures.Should any discrepancy arises between the two versions, the English version shall prevail.This Agreement is in duplicate and each party has one with the same legal effect.By: Fleet Street, Ltd.Suzhou Representative Office in China
Legal representative:
Add:
Date of Signature:
By: Jiangsu Huayuan Minxin Law Firm Legal counsel(s)appointed: Add: No.7 North Yushan Rd., Changshu, Jiangsu 215500 Tel: ***(Stanley)/*** Fax:0512-52881148
第五篇：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
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