Legal Question in Business Law in California

Re: reconstructed corporate resolutions

Verbiage R us, but you'll have to sit down with someone.

Re: reconstructed corporate resolutions

First, I think you need to distinguish between true reconstruction of resolutions that actually were discussed and adopted at duly-called board meetings bu maybe didn't get written down at the time, or something like that, on the one hand, and fabrication or "dry labbing" of resolutions that shoulda, but didn't ever, get made, discussed and voted on in the first place. The latter type is more common, of course.

These can further be subdivided into motions where no action has been taken and those where the action has been taken.....since your question mentions "past action" I think you are asking about situations where action was taken without prior authority. This is also pretty common, especially with smaller and newer corporations with informal operating practices and governance.

My advice is to call a board meeting, being sure to follow the bylaws as to proper notice, mention of what's to be on the agenda, etc., then do the usual move, second, discuss and vote process on resolutions that "approve and ratify" the prior (unauthorized) actions. This will work for MOST but not all not-authorized-beforehand acts by the officers. (There might be a few corporate acts that REQUIRE prior authorization and cannot be authorized "post hoc" by ratification and hence are void - can't think of an example right now, however.)

I would advise avoiding backdating resolutions to make it look as though they were proposed, discussed and adopted at a prior time. This has gotten some corporations in trouble (the backdated stock options at Apple, for example).