[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-board-resolution-to-retain-a-professional-consultant-D72":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":40,"customDescModule":182,"customdescription":6,"mdFm":183,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BOARD RESOLUTION OF [YOUR COMPANY NAME] TO RETAIN A PROFESSIONAL CONSULTANT DULY PASSED ON [DATE] APPOINTMENT OF A CONSULTANT WHEREAS, [YOUR COMPANY NAME] requires professional assistance in the area of [DESCRIBE] be it: RESOLVED, to retain [NAME] of [FIRM NAME] as a business consultant for the above-stated purposes and that the terms of engagement shall be as contained in the consulting agreement annexed hereto.",null,"Board Resolution to Retain a Professional Consultant","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-to-retain-a-professional-consultant-D72.png","https://templates.business-in-a-box.com/imgs/250px/72.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#72.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","board resolution to retain a professional consultant","Board Resolution to Retain a Professional Consultant Template","https://templates.business-in-a-box.com/imgs/400px/72.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Administration","/templates/business-administration/",{"label":38,"url":39},"Board 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Auditor","/template/board-resolution-appointing-an-auditor-D32","https://templates.business-in-a-box.com/imgs/250px/32.png",{"label":62,"url":63,"thumb":64,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":66,"url":67,"thumb":68,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":70,"url":71,"thumb":72,"extension":10},"Board Resolution Approving Negotiation","/template/board-resolution-approving-negotiation-D5150","https://templates.business-in-a-box.com/imgs/250px/5150.png",{"label":74,"url":75,"thumb":76,"extension":10},"Board Resolution Regarding Organization","/template/board-resolution-regarding-organization-D64","https://templates.business-in-a-box.com/imgs/250px/64.png",{"label":78,"url":79,"thumb":80,"extension":10},"Board Resolution to Commence Litigation","/template/board-resolution-to-commence-litigation-D67","https://templates.business-in-a-box.com/imgs/250px/67.png",{"label":82,"url":83,"thumb":84,"extension":10},"Board Resolution to Terminate an Employee","/template/board-resolution-to-terminate-an-employee-D76","https://templates.business-in-a-box.com/imgs/250px/76.png",{"label":86,"url":87,"thumb":88,"extension":10},"Board Resolution to Purchase Equipment","/template/board-resolution-to-purchase-equipment-D71","https://templates.business-in-a-box.com/imgs/250px/71.png",{"description":90,"descriptionCustom":6,"label":91,"pages":92,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":98,"keywords":102,"url":103},"BUSINESS CONSULTANT AGREEMENT This Business Consultant Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, the parties hereto agree as follows: Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company. Terms of Agreement This agreement will begin [Date] and will end [Date]. Either party may cancel this agreement on [NUMBER] days notice to the other party in writing, by certified mail or personal delivery. Time Devoted by Consultant It is anticipated the consultant will spend approximately [hours] in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of [hours] per month to its duties in accordance with this agreement. Place Where Services Will Be Rendered The consultant will perform most services in accordance with this contract at a location of consultant's discretion","Consulting Contract","2",36,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement_short-D155.png","https://templates.business-in-a-box.com/imgs/250px/155.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#155.xml",{"title":6,"description":6},[99],{"label":100,"url":101},"Consultant & Contractors","consulting-contractor-business","consulting agreement","/template/consulting-agreement-D155",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":115,"url":116},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[114],{"label":100,"url":101},"independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":118,"descriptionCustom":6,"label":119,"pages":92,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":132,"url":133},"BOARD RESOLUTION OF [YOUR COMPANY NAME] AMENDING THE SIGNING OF CHECKS DULY PASSED ON [DATE] AMENDING THE SIGNING OF CHECKS WHEREAS, at its regular meeting on [DATE] the Board of Directors approved \"Authorizing The Signing Of Checks\", adopting a Check Signing Policy (the \"Policy\"); and WHEREAS, the Budget and Finance Committee of the Board, at an open public meeting held on [DATE], determined that the Policy should be amended to grant the [POSITION] check signing authority and increase the authority level of the [POSITION], and discussed and recommended approval of the amendment; RESOLVED, that the Board hereby amends the Check Signing Policy in the form attached hereto as Exhibit A and the amendment shall supersede the current Policy, effective immediately. RESOLVED FURTHER, that the officers of [YOUR COMPANY NAME] are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and amendment and any such prior actions are hereby ratified; and","Board Resolution Amending the Signing of Checks",27,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-amending-the-signing-of-checks-D31.png","https://templates.business-in-a-box.com/imgs/250px/31.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#31.xml",{"title":6,"description":6},[126,128,130],{"label":17,"url":127},"business-plan-kit",{"label":20,"url":129},"board-of-directors",{"label":23,"url":131},"business-resolutions","board resolution amending signing checks","/template/board-resolution-amending-the-signing-of-checks-D31",{"description":135,"descriptionCustom":6,"label":136,"pages":8,"size":9,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":145,"url":146},"BOARD RESOLUTION OF [YOUR COMPANY NAME] TO ISSUE A GENERAL RELEASE DULY PASSED ON [DATE] ISSUANCE OF A GENERAL RELEASE WHEREAS, a claim has or may arise between [YOUR COMPANY NAME] and [NAME] arising from [DESCRIBE], be it: RESOLVED, that [YOUR COMPANY NAME] delivers a General Release to [NAME] in an attempt to terminate any possibility of future claim by or against [YOUR COMPANY NAME] arising from the above, provided [YOUR COMPANY NAME] and its agents, employees, successors and assigns are simultaneously released by the General Release signed by [NAME].","Board Resolution to Issue General Release","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-to-issue-general-release-D68.png","https://templates.business-in-a-box.com/imgs/250px/68.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#68.xml",{"title":6,"description":6},[142,143,144],{"label":17,"url":127},{"label":20,"url":129},{"label":23,"url":131},"board resolution to appoint officers","/template/board-resolution-to-appoint-officers-D68",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":164},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":156,"description":6},"non disclosure agreement nda",[158,161],{"label":159,"url":160},"Legal Agreements","business-legal-agreements",{"label":162,"url":163},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":151,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":181},"HOW TO OPEN A BUSINESS BANK ACCOUNT When you're starting a fresh business, setting up a bank account for the business is a crucial step. Using a separate account to your personal bank account for your business can help you get organized, track your expenses, and monitor your transactions easily. Opening a bank account requires only a few moments. However, it's vital to be ready with the documents needed and to know the kind of bank account you wish to open, and the preferred bank. In this article, we've put together a guide to help you with the process of opening your business's bank account. What is a Business Bank Account? A business account is highly similar to a personal bank account. You can use it to credit money, make transactions via a debit card, transfer money to several bank accounts, and establish bill payments. The only significant difference is that you open this bank account under your business's name. Additionally, possessing a business bank account allows you to gain authenticity and reflects the professional standards of your enterprise. On a different note, some merchants or small business owners might use their personal bank accounts instead of a business account. Nonetheless, you should confirm with your bank before initiating operations, as a few banks don't allow conducting business through personal accounts. By now, you must have gained an understanding of the importance of opening a separate bank account for your business. Let's dive into how you can do so! Select a Suitable Type of Account Online and offline banks and credit unions typically offer a wide range of accounts with different features, services, and fees. A few banks provide free accounts with no minimum credit, known as zero balance accounts, while others offer a waiver on monthly charges. On the other hand, online bank accounts usually don't charge a fee and are more suitable for businesses not involving any cash deposits. Mentioned below are the various types of bank accounts you can open for your business: Free Business Bank Account: Most banks charge a minimum fee for letting you open and maintain an account, but a few don't charge a periodic maintenance fee. Also, some banks present the criterion of keeping a minimum balance to avoid paying any fees. It's necessary to remember that having a free business bank account doesn't make you ineligible for certain service charges. The banks can still charge you for specific transactions, overdrafts, and wire transfers. Conventional Business Checking Account: A conventional business checking account bears a resemblance to a personal checking account. It consists of numerous features, including funding and withdrawal abilities, writing checks, processing digital fund transfers, and purchasing and withdrawing cash through a debit card. Generally, these features incur ATM fees, deposit fees, transaction fees, and maintenance fees. Online Business Checking Account: If you own a business that doesn't demand daily cash transactions or doesn't require visiting a physical bank branch, an online business checking account is well-suited to you. Such accounts don't allow account holders to deposit cash. Business Savings Accounts: A savings account is the most viable option for intelligent businesses, as it enables you to earn interest on the deposited money. If you're opting for a business savings account, you should select a bank after evaluating the account terms. These terms include account fees, balance requirements, and annual percentage yield (APY). Look for the Right Bank Since there are numerous options out there, looking for the right bank can be a daunting task","How To Open A Bank Account For A Business","7","https://templates.business-in-a-box.com/imgs/1000px/how-to-open-a-bank-account-for-a-business-D13160.png","https://templates.business-in-a-box.com/imgs/250px/13160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13160.xml",{"title":173,"description":6},"how to open a bank account for a business",[175,178],{"label":176,"url":177},"Finance & Accounting","finance-accounting",{"label":179,"url":180},"Business Banking","business-banking","/template/how-to-open-a-bank-account-for-a-business-D13160",false,{"seo":184,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":259,"clauses":289,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":502,"classification":503},{"meta_title":185,"meta_description":186,"primary_keyword":25,"secondary_keywords":187},"Board Resolution To Retain A Professional Consultant | Free Word Download","Free board resolution template to formally authorize retaining a professional consultant. Covers scope, fees, authority, and ratification.",[188,189,190,191,192,193,194],"board resolution consultant template","corporate resolution to hire consultant","board resolution template word","resolution to engage consultant","board resolution professional services","corporate resolution professional consultant","board resolution free download",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199,"notarization_required":182},"medium",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Board Resolution To Retain A Professional Consultant is a formal corporate document in which a company's board of directors officially authorizes the engagement of an outside consultant for a defined scope of work. This free Word download captures the board's decision in a single, minutes-ready record that you can edit online and export as PDF for execution and filing.\n","Use it any time a board vote is required — by bylaws, corporate governance policy, or applicable law — before a company may enter a consulting agreement exceeding a defined dollar threshold, involve a related party, or commit the organization to multi-year professional services.\n","Meeting details and quorum confirmation, recitals explaining the business need, the formal resolved clauses authorizing engagement and fee approval, delegation of signing authority to a named officer, and the secretary's certification attesting to the vote and directors' signatures.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Corporate secretaries","Documenting board votes to engage consultants in the official minute book","persona-corporate-secretary",{"title":212,"use_case":213,"icon_asset_id":214},"CFOs and finance executives","Satisfying audit requirements for authorized consultant expenditures above budget thresholds","persona-cfo",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders with a formal board","Obtaining board sign-off before retaining a fractional CTO or strategic advisor","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Nonprofit executive directors","Meeting governance and funder requirements to authorize specialized consulting engagements","persona-nonprofit-exec",{"title":224,"use_case":225,"icon_asset_id":226},"General counsel and in-house lawyers","Ensuring the company has documented authority before executing a consulting agreement","persona-general-counsel",{"title":228,"use_case":229,"icon_asset_id":230},"Operations and compliance managers","Meeting regulatory or contractual requirements that demand board-level approval for outside 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agreement at the board level","Board Resolution To Authorize Signing Of A Contract","board-resolution-amending-the-signing-of-checks-D31",{"situation":253,"recommended_template":254,"slug":239},"Engaging a financial or investment advisor for a transaction","Board Resolution To Retain A Financial Advisor",{"situation":256,"recommended_template":257,"slug":258},"Documenting a general board decision outside of a consultant engagement","General Board Resolution","board-resolution-to-issue-general-release-D68",[260,262,265,268,271,274,277,280,283,286],{"term":46,"definition":261},"A formal written record of a decision made by a company's board of directors, which carries the same binding authority as a vote taken at a meeting.",{"term":263,"definition":264},"Quorum","The minimum number of directors who must be present at a board meeting for the proceedings and any votes taken to be legally valid.",{"term":266,"definition":267},"Recital","A 'whereas' clause that appears at the top of a resolution to provide factual background and the business justification for the action being authorized.",{"term":269,"definition":270},"Resolved Clause","The operative 'be it resolved' language in a board resolution that states exactly what the board has decided and authorized.",{"term":272,"definition":273},"Secretary's Certification","A statement signed by the corporate secretary confirming that the resolution was duly adopted, the quorum was met, and the signatures are genuine.",{"term":275,"definition":276},"Delegated Authority","A board's formal grant of power to a named officer or agent to take specific actions — such as signing a consulting agreement — on the company's behalf.",{"term":278,"definition":279},"Retainer","A fixed periodic fee paid to a consultant to secure their availability and services, distinct from a per-project or hourly fee arrangement.",{"term":281,"definition":282},"Scope of Work","A defined description of the services the consultant is engaged to perform, including deliverables, timelines, and any exclusions.",{"term":284,"definition":285},"Fiduciary Duty","The legal obligation of board directors to act in the best interests of the company and its shareholders when making decisions, including authorizing expenditures.",{"term":287,"definition":288},"Minutes","The official written record of a board meeting, including attendees, agenda items, discussions, motions, votes, and resolutions adopted.",[290,295,300,305,310,315,320,325,330],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Meeting identification and quorum confirmation","Records the date, time, location (or virtual platform), and confirms that a quorum of directors was present and the meeting was properly convened.","A duly convened meeting of the Board of Directors of [COMPANY NAME] was held on [DATE] at [TIME] at [LOCATION / via [PLATFORM]]. The following directors, constituting a quorum, were present: [DIRECTOR NAMES].","Omitting the quorum confirmation — if a resolution is ever challenged, inability to prove a quorum was present can render the entire authorization void.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Recitals (whereas clauses)","Provides the factual and business justification for the engagement — why the consultant is needed, what expertise they bring, and what problem they are being hired to address.","WHEREAS, the Board has determined that it is in the best interests of the Company to engage [CONSULTANT NAME / FIRM] to provide [DESCRIPTION OF SERVICES]; and WHEREAS, [CONSULTANT NAME] possesses specialized expertise in [FIELD] that is not available within the Company's current staff;","Writing generic recitals that could apply to any consultant. Specific recitals reduce the risk of a board member later claiming the resolution lacked a legitimate business purpose.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Authorization to engage the consultant","The core operative clause that formally authorizes the company to retain the named consultant for the described scope of work.","BE IT RESOLVED, that the Company is hereby authorized to retain [CONSULTANT FULL NAME / FIRM NAME] to provide [SCOPE OF SERVICES] for the period commencing [START DATE] and ending [END DATE / upon completion of deliverables].","Using vague scope language such as 'various consulting services.' Ambiguous scope creates disputes over what was authorized and what falls outside the resolution.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Fee and compensation approval","Specifies the maximum fee, retainer amount, or hourly rate the board is approving, preventing the authorized officer from committing to amounts beyond the resolution.","BE IT FURTHER RESOLVED, that the Company is authorized to pay [CONSULTANT NAME] fees not to exceed $[AMOUNT] in aggregate, at a rate of $[RATE] per [HOUR / MONTH / PROJECT], plus pre-approved reimbursable expenses.","Omitting a fee cap. Without a maximum authorized amount, the delegated officer has effectively unlimited authority to commit company funds to the consultant.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Delegation of signing authority","Names the specific officer — typically the CEO or CFO — who is authorized to execute the consulting agreement on the company's behalf.","BE IT FURTHER RESOLVED, that [OFFICER TITLE], [OFFICER NAME], is hereby authorized and directed to execute, deliver, and perform any and all agreements, instruments, and documents necessary to carry out the purposes of the foregoing resolutions on behalf of the Company.","Delegating authority to a title rather than a named individual. If the title is vacant or disputed, the authority is ambiguous and the counterparty's counsel will flag it.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Conflict of interest disclosure","Records whether any director has a personal or financial interest in the consultant being retained and confirms that any conflicted director abstained from the vote.","BE IT FURTHER RESOLVED, that the Board acknowledges that [DIRECTOR NAME] has disclosed a potential interest in this engagement and has [abstained from voting / confirmed no material conflict exists], as noted in the minutes.","Skipping this clause when no conflict exists. A blank conflict section looks like oversight; a clause confirming 'no director disclosed a material conflict' is evidence of proper governance process.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Ratification of prior actions","Confirms and ratifies any actions already taken by officers in anticipation of board approval — protecting preliminary steps taken before the formal resolution was adopted.","BE IT FURTHER RESOLVED, that all actions previously taken by any officer of the Company in connection with the engagement of [CONSULTANT NAME], consistent with the foregoing resolutions, are hereby ratified, confirmed, and approved.","Omitting ratification language when preliminary work or negotiations have already begun. Without it, actions taken before the resolution are technically unauthorized.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and termination authority","States the duration of the authorized engagement and, if applicable, delegates authority to the named officer to terminate the consulting agreement in accordance with its terms.","BE IT FURTHER RESOLVED, that the authorized officer is further empowered to terminate the consulting engagement in accordance with its terms, provided that any termination fee or liability exceeding $[AMOUNT] shall require further board approval.","Authorizing engagement without specifying who can terminate it. Omitting termination authority means another board vote may be required to end an unsatisfactory engagement.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Secretary's certification","A closing statement signed by the corporate secretary attesting that the resolution was duly adopted at a properly convened meeting, with the required quorum, and that the attached signatures are those of the directors present.","I, [SECRETARY NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors at a meeting held on [DATE], at which a quorum was present and acting throughout.","Having the resolution signed only by directors without the secretary's certification. Banks, counterparties, and courts routinely require the certified copy — an uncertified resolution may not be accepted as evidence of authority.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Enter the company's legal name and meeting details","Fill in the company's full registered legal name, the meeting date, time, and location (or virtual platform). List every director present by full name.","Use the exact name shown in your articles of incorporation — not a trade name or abbreviation — to ensure the resolution is valid for filing and counterparty review.",{"step":342,"title":343,"description":344,"tip":345},2,"Confirm quorum and record attendees","Check your bylaws for the quorum requirement (typically a majority of directors). List each attendee, note any proxies, and confirm the count meets the threshold before proceeding.","If your bylaws allow written consent resolutions in lieu of a meeting, use the unanimous written consent variant to avoid scheduling conflicts.",{"step":347,"title":348,"description":349,"tip":350},3,"Complete the recitals with specific business justification","Write at least two whereas clauses explaining why the consultant is needed — the specific gap in internal expertise, the project requiring outside support, or the regulatory or strategic driver.","Reference a concrete deliverable or outcome (e.g., 'ERP implementation readiness assessment') rather than generic service categories.",{"step":352,"title":353,"description":354,"tip":355},4,"Define the scope of services precisely","In the authorization clause, name the consultant or firm, describe the scope in one to three specific sentences, and state the engagement period with a start date and end date or completion milestone.","Attach the executed or draft consulting agreement as Exhibit A to the resolution so the scope is defined by reference and cannot be disputed later.",{"step":357,"title":358,"description":359,"tip":360},5,"Set the authorized fee and expense cap","Enter the maximum aggregate fee the board is approving, the rate structure (hourly, monthly retainer, or fixed project fee), and any reimbursable expense policy.","Set the cap 10–15% above your expected fee to avoid needing a second resolution for minor overruns — but never leave it blank.",{"step":362,"title":363,"description":364,"tip":365},6,"Name the authorized signing officer","Identify the specific officer by name and title who is delegated authority to sign the consulting agreement and any related documents.","Name a backup officer as well (e.g., 'or in their absence, the CFO') to prevent execution delays if the primary officer is unavailable.",{"step":367,"title":368,"description":369,"tip":370},7,"Address conflicts of interest","Review whether any director has a personal, financial, or family relationship with the consultant. Record the disclosure and any abstention in the resolution, or affirmatively state that no conflict was disclosed.","Even an apparent conflict that was disclosed and found immaterial should be recorded — the process matters as much as the outcome for governance audits.",{"step":372,"title":373,"description":374,"tip":375},8,"Obtain director signatures and secretary's certification","Circulate the resolution for signature by all directors present at the meeting (or all directors for a written consent). Have the corporate secretary sign and date the certification block.","File the certified original in the corporate minute book and provide a certified copy to the consultant's counsel — this is the document they will rely on to confirm your officer's authority to bind the company.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"No fee cap in the authorization","Without a maximum authorized amount, the delegated officer can commit the company to fees far beyond what the board intended, and the company has no contractual basis to limit the exposure.","Always include a specific dollar ceiling in the fee approval clause. If the total is uncertain, set a conservative cap and pass a supplemental resolution if the scope expands.",{"mistake":382,"why_it_matters":383,"fix":384},"Vague scope of services language","A resolution that authorizes 'general consulting services' or 'strategic advice' gives the company no basis to dispute charges for work that falls outside the board's actual intent.","Describe the scope in one to three specific sentences tied to deliverables, and attach the draft consulting agreement as an exhibit so scope is defined by reference.",{"mistake":386,"why_it_matters":387,"fix":388},"Missing secretary's certification","Banks, lenders, and counterparties routinely require a certified copy of board resolutions before accepting an officer's authority to sign. An uncertified resolution may be rejected as insufficient evidence of authorization.","Always have the corporate secretary complete and sign the certification block before distributing the resolution to external parties.",{"mistake":390,"why_it_matters":391,"fix":392},"Skipping the conflict-of-interest disclosure clause","If a director had an undisclosed interest in the consultant and the clause was simply omitted, the resolution can be challenged as a breach of fiduciary duty — potentially voiding the engagement or exposing directors personally.","Include a conflict clause in every resolution, either disclosing a material conflict and the abstention, or affirmatively confirming no conflict was identified.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to ratify prior actions","Preliminary negotiations, signed term sheets, or initial work orders completed before the resolution was formally adopted are technically unauthorized — creating a gap in the company's authority record.","Add a ratification clause that expressly confirms and approves all prior actions taken by officers in anticipation of the board's authorization.",{"mistake":398,"why_it_matters":399,"fix":400},"Using a trade name instead of the registered legal entity name","A resolution that names 'Acme Solutions' instead of 'Acme Solutions Inc.' may not be accepted by a bank or court as proof of corporate authority, especially if there are multiple entities operating under similar names.","Verify the exact registered corporate name against your articles of incorporation or certificate of formation before completing the resolution header.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a board resolution to retain a professional consultant?","A board resolution to retain a professional consultant is a formal corporate document in which a company's board of directors votes to authorize the engagement of an outside consultant. It records the business justification, the approved scope and fees, the officer delegated to execute the consulting agreement, and the secretary's certification of the vote. It serves as the company's official authorization record and is typically filed in the corporate minute book.\n",{"question":406,"answer":407},"When does a company need a board resolution to hire a consultant?","Most corporate bylaws require a board resolution for consulting engagements above a defined dollar threshold — commonly $10,000 to $50,000 — or for any engagement involving a related party. Banks and investors may require one before disbursing funds for consulting expenses. Publicly traded companies and nonprofits often have stricter governance policies requiring board approval for any material professional services engagement.\n",{"question":409,"answer":410},"Is a board resolution legally binding?","Yes — a board resolution adopted at a properly convened meeting with a quorum present is generally binding on the company and its officers. It authorizes the delegated officer to execute the consulting agreement on the company's behalf, creating enforceable contractual obligations. The resolution itself is not a contract; it is the corporate authority that allows an officer to enter the contract.\n",{"question":412,"answer":413},"Can a board resolution be passed without holding a meeting?","In most jurisdictions, yes. Corporate statutes in the US, Canada, and the UK permit directors to adopt resolutions by written consent (also called unanimous written consent or resolution in writing) without convening a physical or virtual meeting, provided all directors entitled to vote sign the written consent. This is a common approach for routine authorizations where a meeting would be impractical.\n",{"question":415,"answer":416},"What is the difference between a board resolution and a consulting agreement?","A board resolution is an internal corporate governance document that authorizes the company to enter a consulting engagement — it records the board's decision and delegates signing authority. A consulting agreement is the external contract between the company and the consultant that defines deliverables, fees, IP ownership, confidentiality, and termination terms. You need the resolution before your officer has documented authority to sign the consulting agreement.\n",{"question":418,"answer":419},"Does the resolution need to name the specific consultant?","Best practice is to name the specific consultant or firm in the resolution. Some resolutions authorize a class of engagement (e.g., 'an IT security consultant to be selected by the CEO') when the specific vendor has not yet been chosen, but this approach provides weaker governance documentation. Once a consultant is selected, a supplemental resolution or officer certificate confirming the selection is advisable.\n",{"question":421,"answer":422},"What happens if an officer signs a consulting agreement without a board resolution?","If an officer signs a consulting agreement without proper board authorization, the contract may still be enforceable against the company under apparent authority doctrine — particularly if the company benefited from the services. However, the officer may face personal liability to the company for exceeding their authority, and the company's audit or compliance program will flag the gap. Banks and institutional counterparties reviewing the company's corporate records may also treat it as a governance deficiency.\n",{"question":424,"answer":425},"How should the resolution be stored after it is signed?","The certified original should be filed in the corporate minute book, which is typically maintained by the corporate secretary. Digital copies should be stored in a secure document management system with access controls. Provide a certified copy to the consultant's counsel upon request and retain one with the executed consulting agreement for the life of the engagement plus the applicable statute of limitations — typically 6 to 10 years depending on jurisdiction.\n",{"question":427,"answer":428},"Do nonprofits need a board resolution to hire a consultant?","Yes — nonprofit boards have a fiduciary duty to authorize material expenditures, and most nonprofit bylaws and grant agreements explicitly require board approval for consulting engagements above a threshold. Foundations and government funders routinely audit for board authorization of consulting fees, and missing resolutions can trigger clawback of grant funds or findings in an IRS Form 990 audit. Nonprofits should adopt a clear dollar threshold policy and apply it consistently.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Financial Services","industry-fintech","Regulatory requirements from bodies such as the SEC, FINRA, and FCA often mandate documented board approval before engaging compliance, risk, or audit consultants — and examiners review minute books as part of routine inspections.",{"industry":435,"icon_asset_id":436,"specifics":437},"Healthcare","industry-healthtech","Hospitals, medical groups, and health systems must document board authorization for consultants with access to patient data or billing systems to satisfy HIPAA governance requirements and CMS audit standards.",{"industry":439,"icon_asset_id":440,"specifics":441},"Nonprofit and Education","industry-nonprofit","Foundations, universities, and grant-funded organizations are required by most funders and IRS governance guidelines to show board-level approval for any consulting engagement charged to restricted or public funds.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology / SaaS","industry-saas","Fast-growing companies with investor boards routinely pass resolutions authorizing fractional executives, technical advisors, and go-to-market consultants as a condition of funding disbursement or board governance policy.",[447,451,454,456],{"vs":448,"vs_template_id":449,"summary":450},"Consulting Agreement","consulting-agreement-D155","A consulting agreement is the external contract between the company and the consultant defining services, fees, IP, and termination. A board resolution is the internal corporate authorization that empowers an officer to sign that agreement on the company's behalf. The resolution must precede — or accompany — execution of the consulting agreement; without it, the officer's authority to bind the company is undocumented.",{"vs":250,"vs_template_id":452,"summary":453},"board-resolution-to-authorize-signing-of-a-contract-D71","A general contract-signing resolution authorizes an officer to execute a specific agreement of any type. A resolution to retain a professional consultant is purpose-built for professional services engagements, adding recitals about expertise and business need, a fee-cap clause, and conflict-of-interest language tailored to the governance risks of consultant retention. Use the purpose-specific resolution when the engagement is with an individual professional or advisory firm.",{"vs":246,"vs_template_id":247,"summary":455},"An officer appointment resolution creates an ongoing internal role with defined authority. A consultant retention resolution authorizes a time-limited, fee-based external engagement. The two documents are not interchangeable — using an officer appointment to formalize a consultant relationship creates employment classification risk and bypasses the fee and scope controls built into a retention resolution.",{"vs":106,"vs_template_id":457,"summary":458},"independent-contractor-agreement-D160","An independent contractor agreement governs the working relationship between the company and an individual contractor — covering deliverables, payment terms, IP, and non-solicitation. The board resolution is the upstream corporate governance step that authorizes the company to enter that agreement. For high-value or governance-sensitive engagements, both documents are required: the resolution to document authority and the contractor agreement to define obligations.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Private companies with straightforward consultant engagements below $100,000 and no related-party conflicts","Free","15–30 minutes",{"best_for":465,"cost":466,"time":467},"Engagements above $100,000, related-party consultants, regulated industries, or companies preparing for a financing round or audit","$300–$800","1–3 days",{"best_for":469,"cost":470,"time":471},"Public companies, heavily regulated entities (financial services, healthcare), or engagements with complex conflict-of-interest or indemnification terms","$1,000–$3,500+","1–2 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","Corporate resolutions are governed by state law — Delaware, Nevada, and most other states permit unanimous written consent resolutions without a meeting under their general corporation laws. Quorum requirements and director voting thresholds are set by your bylaws, not federal law. California imposes stricter disclosure requirements for director conflicts of interest under Corporations Code Section 310, requiring independent director approval or shareholder ratification for related-party engagements.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Federal and provincial business corporations acts (CBCA and provincial equivalents) permit resolutions by written consent signed by all directors entitled to vote, without a meeting. Quebec's Business Corporations Act follows the same framework but all corporate documents must be available in French for provincially-regulated Quebec entities. Conflict-of-interest rules under the CBCA require a director to disclose any material interest in a contract and abstain from the related vote.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, private limited companies may pass board resolutions by written consent signed by a majority of directors, or unanimously without a meeting. Directors must disclose any personal interest in a proposed transaction under Section 177 before the board votes. For public companies (PLCs), additional listing rules may require shareholder approval for material consultant engagements with related parties.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","Board resolution requirements vary by member state — Germany's GmbH and AG frameworks, France's SAS and SA structures, and the Netherlands' BV rules each impose different quorum, consent, and conflict-of-interest disclosure obligations. The EU Shareholder Rights Directive II requires listed companies to obtain shareholder approval or independent board approval for related-party transactions above defined materiality thresholds. GDPR compliance is relevant when the consultant will process personal data — the resolution should reference or attach a data processing agreement.",[449,457,251,247,494,495,496,497,498,499,500,501],"board-resolution-D78","non-disclosure-agreement-nda-D12692","how-to-open-a-bank-account-for-a-business-D13160","service-agreement-D12711","board-meeting-minutes-D13904","board-resolution-to-retain-legal-counsel-D73","professional-services-agreement-D13277","conflict-of-interest-policy-for-board-members-D13933",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":504,"secondary_folder":505,"document_type":506,"industry":507,"business_stage":508,"tags":509,"confidence":514},"business-administration","board-governance","resolution","general","all-stages",[510,511,512,513],"governance","board-resolution","consultant-engagement","authorization",0.95,"\u003Ch2>What is a Board Resolution To Retain A Professional Consultant?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution To Retain A Professional Consultant\u003C/strong> is a formal corporate governance document in which a company's board of directors votes to authorize the engagement of an outside consultant for a defined scope of work. It records the business justification in recital clauses, states the approved fee and scope in operative resolved clauses, delegates signing authority to a named officer, addresses any conflicts of interest, and closes with a secretary's certification attesting to the vote. Once signed, it becomes the authoritative record of the board's decision and the documentary basis for the authorized officer's power to execute the consulting agreement on the company's behalf.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, an officer who signs a consulting agreement is acting on undocumented authority — creating a governance gap that auditors, investors, and lenders will flag during due diligence. Consultants engaged without formal board approval can later claim broader authority was implied, while directors who approved an engagement informally but left no paper trail expose themselves to fiduciary duty challenges. Regulated industries face additional exposure: financial services examiners and healthcare auditors routinely review minute books for documented authorization of professional service expenditures, and missing resolutions can trigger findings or fund clawbacks. This template gives you a complete, properly structured resolution in 15 minutes — capturing the board's intent, fee ceiling, and conflict disclosure in a single document that stands up to scrutiny.\u003C/p>\n",1779480708952]