Don’t Forget About Corporate Resolutions!

I was pleased to receive a couple of weeks ago an email from Jim Schmitt, chapter relations manager of the Healthcare Financial Management Association.

Here’s the relevant part of Jim’s email:

Thank you so much for the outstanding article, “Legal Usage in Drafting Corporate Resolutions.” I manage chapter relations for the Healthcare Financial Management Association and the article was very informative and helpful towards redrafting some board resolutions proposed by one of our chapters.

Why was Jim’s email gratifying? Because it’s been a couple of years since anyone mentioned to me my recommendations regarding corporate resolutions.

You can find here the article Jim mentioned. It’s from 2002; you can find a slightly more current treatment of the topic in MSCD chapter 19. In both places, I offer an alternative to the fatuous conventions that give an eighteenth-century cast to traditional corporate resolutions. My favorite traditional usage is be and hereby is—in this 2007  post on the AdamsDrafting blog I dubbed it The Lamest Drafting Usage™.

In the case of contract language, my recommendations work within the idiom. By contrast, I decided that the trappings of traditional corporate resolutions were beyond salvaging. But my format is utterly benign—the clarity it offers doesn’t come with any risk attached.

So give it a try—click here to download a Word template.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.