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BOARD RESOLUTION OF [YOUR COMPANY NAME]
RELATING TO THE EXERCISE OF EXECUTIVE AUTHORITY IN THE ABSENCE OF THE EXECUTIVE DIRECTOR

DULY PASSED ON [DATE]



EXERCISE EXECUTIVE AUTHORITY IN THE ABSENCE OF THE EXECUTIVE DIRECTOR

It is necessary for [YOUR COMPANY NAME]s daily operations to be led by a chief executive officer who can direct and be accountable for the overall mission, investment programs, administrative policies, and daily activities of the organization. Pursuant to the Bylaws of [YOUR COMPANY NAME], the Executive Director is designated as that chief executive officer. 
 
The Executive Director may be incapacitated or temporarily absent from office under circumstances that render the Executive Director unavailable to perform assigned duties. It is necessary to implement a line of executive authority to ensure that the accountability for [YOUR COMPANY NAME]'s mission and daily operations is not interrupted during the incapacity or temporary absence of the Executive Director from office. 
 
RESOLVED, that the Executive Director or the Chief Financial Officer of [YOUR COMPANY NAME] shall notify the Chair of the Board of Trustees immediately at any time the Executive Director, due to incapacity or a temporary absence from office, is unable to perform his or her duties; 
 
RESOLVED FURTHER, incapacity means the occurrence of a mental or physical disability rendering the Executive Director incapable of performing duties assigned to the office of the Executive Director of [YOUR COMPANY NAME];
 
RESOLVED FURTHER, during an incapacity of the Executive Director, the Chief Financial Officer is hereby designated Acting Executive Director;
 
RESOLVED FURTHER, the Executive Director may delegate his or her executive authority to the Chief Financial Officer to serve as Acting Executive Director during periods of official travel or authorized leave away from [YOUR COMPANY NAME]'s headquarters not exceeding thirty (30) days, if in the judgment of the Executive Director, the delegation would be in the best interests of [YOUR COMPANY NAME];

RESOLVED FURTHER, during any period that the Chief Financial Officer is not available to assume the role of Acting Executive Director pursuant to the provisions of this Resolution, the [POSITION] shall serve as Acting Executive Director;

RESOLVED FURTHER, the Acting Executive Director shall operate only within existing Board of Trustees or Executive Director policies and procedures, except as otherwise specifically authorized by the Board of Trustees; and 
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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