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BOARD RESOLUTION OF [YOUR COMPANY NAME]
APPROVING COMPENSATION FOR BOARD OF DIRECTORS

DULY PASSED ON [DATE]



APPROVAL OF COMPENSATION FOR BOARD OF DIRECTORS

WHEREAS, the Board of Directors ("Board") of [YOUR COMPANY NAME] has determined a need to delineate the specific categories of activities for which attendance fees are paid to members of the Board for the discharge of its board-related duties; and
WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that attendance fees should be paid to members only for the specified categories of activities enumerated below; and
WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that the maximum daily honoraria payable to members shall be set at 1/[NUMBER]th of the salary of [YOUR COMPANY NAME] President and shall adjust automatically upon adjustment of the Presidents salary; and
WHEREAS, members of the Board of [YOUR COMPANY NAME] determined that the current daily honoraria of [DOLLAR AMOUNT] shall remain unaltered.
RESOLVED, that effective [DATE] Board members may be paid for:
Attending Board and committee meetings, whether or not the member is a committee member; 
Attending Board and committee meetings by telephone if this method of attendance is required due to the members infirmity or for similar extenuating circumstances; 
Attending meetings with [YOUR COMPANY NAME] management or staff; 
Attending [YOUR COMPANY NAME] Board annual conferences, forums or such other special activities sponsored by the Board to engage grantee management and staff; and

Representing [YOUR COMPANY NAME] officially at other types of externally-sponsored events after obtaining prior written approval from the Chair or his designee to attend the event.
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
We, the undersigned, hereby certify that [YOUR COMPANY NAME] is comprised of [NUMBER] members, of whom [NUMBER], constituting a quorum, were present at a meeting duly and regularly called, noticed, convened and held this [DAY] day of [MONTH, YEAR], and that the foregoing Resolution was duly adopted at said meeting by the affirmative vote of [NUMBER] members, and opposed by [NUMBER] members, and that said Resolution has been duly recorded in the Minute Book and is in full force and effect.



          
[DIRECTOR]



          
[DIRECTOR]



          
[DIRECTOR]

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