Board approval clause: Copy, customize, and use instantly
Introduction
A board approval clause ensures that specific decisions or actions outlined in the agreement must be approved by the Board of Directors of each party involved. This clause provides clarity on the process and ensures that critical decisions are made with the oversight and consent of the governing body of the organization.
Below are templates for board approval clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Board approval clause (general)
This version outlines the general need for Board approval.
The Parties agree that the following actions or decisions under this Agreement shall require the prior approval of the Board of Directors of each Party: [List specific actions or decisions]. Each Party shall submit these matters for Board approval and shall not proceed with such actions or decisions without obtaining the necessary approvals in writing.
Board approval clause (with specific actions listed)
This clause specifies particular actions requiring Board approval.
The Parties agree that the following actions shall require the prior approval of the Board of Directors of each Party:Any amendments to this Agreement.Any mergers, acquisitions, or changes in control related to the Party.Any commitments or expenditures exceeding [$X].Any significant changes to business strategy. No action listed above shall be undertaken without first obtaining the requisite approval from the Board of Directors.
Board approval clause (with time frame for approval)
This version includes a time frame for obtaining Board approval.
The Parties agree that any action requiring Board approval must be submitted to the Board of Directors for review and approval within [X] days of the request. The Board will review and provide written approval or rejection of the proposed action within [X] days of receipt. If no approval is given within the specified time frame, the proposed action shall be considered rejected.
Board approval clause (with delegation of authority)
This clause allows for delegation of authority for certain approvals.
The Parties agree that the Board of Directors of each Party may delegate authority for certain decisions to an executive committee or designated officers. However, the following decisions shall still require full Board approval:Any change to the company’s capitalization.Any significant financial commitments or expenditures exceeding [$X].Any transactions involving a related party.
Board approval clause (with requirement for written consent)
This version requires written consent for approval.
The Parties agree that no decision requiring Board approval under this Agreement shall be valid unless the Board of Directors of each Party provides written consent. This written consent must be provided in the form of a Board resolution or written document signed by the majority of the Board members.
Board approval clause (with inclusion of both Parties’ Boards)
This version includes both Parties' Boards in the approval process.
The Parties agree that certain actions or decisions under this Agreement, including [list of actions], shall require the prior approval of the Board of Directors of both Parties. No such action or decision shall be undertaken unless both Boards have approved the matter in writing.
Board approval clause (with exception for emergency decisions)
This clause allows exceptions for emergency decisions.
The Parties agree that the Board of Directors must approve all actions under this Agreement, except in the case of an emergency where immediate action is required to protect the interests of the Parties. In such cases, the executive team of each Party may make decisions without Board approval but must inform the Board of any actions taken as soon as possible thereafter.
Board approval clause (with periodic approval)
This version requires periodic Board approval.
The Parties agree that, for the duration of this Agreement, certain recurring actions or decisions, such as [list recurring actions], shall require periodic approval by the Board of Directors of each Party. The Board will review and approve these actions on an annual or bi-annual basis as determined by each Party’s internal policies.
Board approval clause (with resolution for changes in terms)
This clause involves approval for changes in terms of the agreement.
The Parties agree that any changes to the terms, conditions, or scope of this Agreement shall be subject to the approval of the Board of Directors of each Party. No modifications to the Agreement shall be made without obtaining formal approval from the Board through a resolution or written consent.
Board approval clause (with limitation on financial decisions)
This version focuses on financial decisions requiring Board approval.
The Parties agree that any financial decision or transaction exceeding [$X], including loans, investments, or capital expenditures, shall require the prior approval of the Board of Directors of each Party. No such financial transaction shall be executed without the explicit consent of the Board.
Board approval clause (with notification requirements)
This version includes notification requirements for Board approval.
The Parties agree that any action requiring Board approval under this Agreement must be submitted to the Board of Directors in writing. The Party seeking approval shall notify the other Party of the proposed action, and both Parties will jointly prepare the necessary materials for Board review. The Board will approve or reject the action within [X] days of receiving the request.
Board approval clause (with requirement for unanimous consent)
This clause requires unanimous Board consent.
The Parties agree that certain actions under this Agreement, including [list of actions], shall require the unanimous approval of the Board of Directors of each Party. No action listed shall be taken unless every member of each Board consents to it in writing or through a formal resolution.
Board approval clause (with proxy vote option)
This version allows for proxy votes in Board approval.
The Parties agree that each Party's Board of Directors may grant a proxy to a designated representative to vote on actions requiring Board approval under this Agreement. Proxy votes will be valid if they are provided in writing and signed by the Board member granting the proxy. The representative will have full authority to vote on behalf of the absent Board member.
Board approval clause (with committee approval)
This version includes committee approval for specific actions.
The Parties agree that actions requiring Board approval under this Agreement may be delegated to the [specific committee, e.g., Audit Committee, Executive Committee] for review and approval. If the committee grants approval, it must be ratified by the full Board within [X] days to be valid.
Board approval clause (with specific threshold for approval)
This clause specifies financial or operational thresholds.
The Parties agree that any financial or operational decision exceeding [$X] in value shall require prior approval from the Board of Directors of each Party. Both Parties will submit these high-value decisions to the Board for approval before proceeding with any related actions.
Board approval clause (with periodic reporting to the Board)
This version includes periodic reporting to the Board.
The Parties agree to provide periodic updates on the progress of actions taken under this Agreement to their respective Boards of Directors. Such reports will include details on any decisions made, actions taken, and issues encountered, and will be presented at the Board’s quarterly meetings for review and further approval if necessary.
Board approval clause (with requirement for detailed justification)
This clause requires a detailed justification for approval.
The Parties agree that for any action requiring Board approval, a detailed justification must be provided, including the potential impact, risks, and benefits of the action. Both Parties will submit the necessary supporting documentation along with the request for Board approval to ensure that the Board can make an informed decision.
Board approval clause (with post-approval execution requirement)
This version requires post-approval execution.
The Parties agree that, upon receiving Board approval, the actions or decisions outlined in this Agreement shall only be executed upon the formal signing of the necessary documentation by the authorized officers of each Party. Board approval alone will not suffice for execution unless this final step is completed.
Board approval clause (with clear delineation of authority)
This clause clearly defines which decisions require Board approval.
The Parties agree that the following actions will require the approval of the Board of Directors of each Party: [list of actions]. All other decisions, including routine operational and administrative tasks, will not require Board approval and may be undertaken by the relevant executives or departments without further authorization.
Board approval clause (with emergency delegation to executive team)
This version allows for emergency delegation to the executive team.
In the event of an emergency requiring immediate action, the Parties agree that the Board may delegate approval authority to the executive team for a limited period of time. Actions taken under this delegation will be subject to ratification by the Board at the next scheduled meeting, provided they comply with the overall objectives of this Agreement.
Board approval clause (with condition for delay)
This clause specifies a delay condition for approval.
The Parties agree that if the Board of Directors of either Party does not respond to a request for approval within [X] business days, the request will be considered delayed and the Party seeking approval may proceed with the proposed action. However, any action taken during the delay period will be subject to subsequent Board ratification or rejection.
Board approval clause (with provision for dissenting votes)
This version allows for dissenting votes.
The Parties agree that in cases where there are dissenting votes in the Board’s decision-making process, the approval for action will not be valid unless the majority of the Board members vote in favor of the proposed action. The Board will document any dissenting opinions, and these will be considered when evaluating the decision further.
Board approval clause (with written resolutions requirement)
This clause requires written resolutions for approval.
The Parties agree that all actions requiring Board approval under this Agreement must be formalized through written resolutions, which will be signed by the majority of the Board members. The resolutions must outline the specific action being approved and the reasons for such approval, providing a clear record of the decision-making process.
Board approval clause (with ratification by shareholders)
This version requires shareholder ratification in addition to Board approval.
The Parties agree that certain decisions, such as [list significant actions], will require the prior approval of both the Board of Directors and the shareholders of each Party. No such decision will be valid unless it is ratified by the majority of shareholders in accordance with each Party’s governance documents.
Board approval clause (with exception for minor operational changes)
This version allows exceptions for minor operational changes.
The Parties agree that, while most actions under this Agreement require prior Board approval, minor operational changes that do not significantly impact the overall scope of the Agreement may be approved by the executive team without the need for Board approval. These changes will be documented and presented to the Board at the next meeting for review.
Board approval clause (with specific financial thresholds)
This clause specifies financial thresholds for Board approval.
The Parties agree that any financial decisions or commitments exceeding [$X] in value, including investments, loans, or financial obligations, must receive prior approval from the Board of Directors of each Party. These financial actions must be presented to the Board with a clear rationale, supporting data, and potential risks involved.
Board approval clause (with provision for alternative decision-making)
This version allows for alternative decision-making if Board approval is delayed.
The Parties agree that in the event of a delay in obtaining Board approval for a proposed action, the executive team may take interim decisions to address immediate needs. These decisions will be subject to ratification by the Board at the next meeting, provided they align with the strategic objectives of the Agreement.
Board approval clause (with responsibility for Board notification)
This clause outlines the responsibility for notifying the Board.
The Parties agree that the Party requesting Board approval for an action under this Agreement will be responsible for preparing and delivering the necessary documentation and notifications to the Board of Directors. This includes detailed proposals, risk assessments, and the potential impact of the action being considered.
Board approval clause (with requirement for Board consensus)
This version requires consensus among the Board members.
The Parties agree that any major decision requiring Board approval under this Agreement must receive the consensus of the majority of the Board members. In cases where a consensus cannot be reached, the proposed action will be postponed and reevaluated at a subsequent Board meeting.
Board approval clause (with Board review of strategic goals)
This clause involves periodic Board review of strategic goals.
The Parties agree that the Board of Directors of each Party will review the strategic goals and major actions under this Agreement on an annual basis. Any changes to the agreed-upon goals or significant alterations in strategy will require the prior approval of the Board, ensuring alignment with the long-term vision of each Party.
Board approval clause (with Board approval of amendments)
This version includes amendments to the Agreement.
The Parties agree that any amendments to the terms of this Agreement, including changes to obligations, deadlines, or scope of work, must be approved by the Board of Directors of each Party. Such amendments must be submitted in writing, and the Boards will review and approve them before any changes are made to the Agreement.
Board approval clause (with provisional approval for urgent actions)
This clause allows for provisional approval in urgent cases.
The Parties agree that, in cases of urgency, provisional approval for certain actions may be granted by the Board of Directors, allowing the Party to proceed with the action temporarily. Such provisional approval must be followed by full Board approval within [X] days and is contingent on the action aligning with the overall objectives of this Agreement.
Board approval clause (with Board approval for non-compete clauses)
This version includes specific approval for non-compete clauses.
The Parties agree that any non-compete clauses or other restrictive covenants imposed under this Agreement must be approved by the Board of Directors of each Party. Both Parties will ensure that these clauses are reviewed by their respective Boards to confirm that they align with the business objectives and legal requirements of the Parties.
Board approval clause (with dispute resolution requiring Board input)
This clause involves Board input in dispute resolution.
The Parties agree that in the event of a dispute arising under this Agreement that cannot be resolved through negotiation or mediation, the Parties will submit the dispute to their respective Boards of Directors for input. The Boards will provide recommendations on the next steps and ensure that the resolution process aligns with the best interests of both Parties.
Board approval clause (with Board authorization of executive actions)
This version allows for Board authorization of executive actions.
The Parties agree that any actions taken by the executive team under this Agreement, which are not explicitly covered by existing policies, will require the approval or prior authorization of the Board of Directors. This includes decisions related to corporate structure, strategic partnerships, or capital allocation that may significantly affect the Parties.
Board approval clause (with quarterly approval for ongoing projects)
This clause requires quarterly Board approval for ongoing projects.
The Parties agree that for ongoing projects under this Agreement, the Boards of Directors will provide quarterly approvals to ensure the project remains on track and aligned with the goals of the Parties. The Boards will review project progress, expenditures, and any potential deviations from the original scope during these quarterly meetings.
Board approval clause (with Board consultation for joint ventures)
This version requires Board consultation for joint ventures.
The Parties agree that any joint ventures or partnerships formed under this Agreement must be approved by the Board of Directors of each Party. The Boards will consult on the terms and conditions of the joint venture and ensure that the venture aligns with the strategic objectives of both Parties before moving forward.
Board approval clause (with Board assessment of risk)
This clause involves Board assessment of risk.
The Parties agree that any significant risks, including financial, operational, or reputational risks, identified during the execution of this Agreement must be presented to the Board of Directors for evaluation and approval. The Board will assess the risk and determine whether the Party should proceed or take corrective action to mitigate the potential impact.
Board approval clause (with provision for extraordinary decisions)
This version allows for extraordinary decisions to require Board approval.
The Parties agree that any extraordinary decision, including the sale of assets, dissolution, or significant corporate restructuring, shall require prior approval from the Board of Directors of each Party. Such decisions must be approved in writing by the Board and will only be executed once the approval is granted.
Board approval clause (with Board consultation for marketing strategies)
This clause requires Board consultation for marketing strategies.
The Parties agree that any major marketing strategy or campaign related to the subject matter of this Agreement must be reviewed and approved by the Board of Directors of each Party. Both Parties will consult with their respective Boards to ensure that the strategy aligns with their overall business goals and is in compliance with brand guidelines.
Board approval clause (with requirement for Board consensus on significant changes)
This version requires consensus on significant changes.
The Parties agree that any significant changes to the Agreement, including changes to pricing models, service offerings, or deliverables, will require consensus approval from the Board of Directors of each Party. The Boards will review the proposed changes and ensure that they align with the original intent and goals of the Agreement.
Board approval clause (with Board oversight for large capital expenditures)
This clause requires Board oversight for large capital expenditures.
The Parties agree that any capital expenditure exceeding [$X] related to this Agreement must be approved by the Board of Directors of each Party. Both Parties will submit detailed proposals for large expenditures to their respective Boards, ensuring that the investments align with their financial strategies and objectives.
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