第一篇：英文版法律顧問手冊-董事會決議（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]

第二篇：英文版法律顧問手冊-董事會會議記錄

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

第三篇：英文版法律顧問手冊-關于終止合同的董事會決議

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]

第四篇：董事會決議范本

蘇尼特右旗銅業有限公司

第一屆第四次董事會決議

蘇尼特右旗朱日和銅業有限公司第一屆第四次董事會，于2007年 4月26日下午在北京華夏建龍礦業科技有限公司苑占永先生的貴賓室召開。

公司董事會共有董事5人，董事長解書謙先生、董事苑占永先生、時丕朋先生等出席本次會議，董事叢革臣先生委托苑占永先生代為表決。董事李濤先生委托時丕朋先生代為表決。

監事會召集人葉枝玖先生、總經理崔敬宇先生列席本次會議。本次會議的出席人數及表決均符合《公司法》和《公司章程》的有關規定，會議由公司董事長解書謙先生主持。會議審議通過了如下議案：

一、關于更換董事長和聘任公司總經理的議案

因工作需要，會議同意解書謙先生辭去董事長職務；選舉時丕朋先生為公司董事長，解聘其公司總經理職務；聘任崔敬宇為公司總經理。

董事會決議有效票數共計5票，同意5票。

二、關于公司2007年5月-12月生產經營方案

董事會決議有效票數共計票，同意票。

董事會

二00六年四月二十五日

第五篇：董事會決議(借款人)

董事會決議

本公司于向2010年4月7日向東莞信托有限公司（下稱“東莞

信托”）借款人民幣萬，期限1年（合同編號：xxxxxxxxxxxx

號），就本公司向東莞信托申請原借款展期1年事宜，于2011年 3 月日召開董事會會議，會議參加成員、人數、議事方式和表決程序符合本公司章程的規定。

會議通過以下事項：

同意向東莞信托申請原借款展期1年，作為流動資金周轉之用。

出席會議的董事簽名：

章）

年月日