General operating resolution

John Kogan's Profile

This is a very important document to put in place. At any C corp or board-led company, authority to act flows from the board of directors on down. This general operating resolution is the first step in the process of delegation of authority. It establishes, in writing (very important for CFOs who don't want to end up holding the bag for executing corporate policy), the basic rules of who can do what in the practical operations of the company, and in a more specific way than the Articles of Incorporation would do. This document is focused on spending and hiring/firing delegation to the CEO and CFO from the board but you can easily modify it to include any variety of executives. I find it handy to establish the next-level-down delegation in writing as well. This is typically a simple letter from the CEO to each of his/her reports telling them what they can or can't spend and how they can or can't hire. You should check with your counsel to make sure this works for your company.


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Fred Goff's Profile

This is a helpful sample doc.

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