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Sample Board Resolution

This document contains instructions and templates for authorizing and notifying employees of discretionary contributions to a profit sharing plan. [1] It includes templates for minutes of a board meeting authorizing a contribution amount and date, a waiver of notice signed by directors, and a notice to be distributed to plan participants. [2] Employers are instructed to complete the templates with contribution amounts and dates, have them signed by directors, and distribute the participant notice as required by the IRS. [3] The employer is to return copies of the completed minutes and notice to participants.

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Mark Joseph Tuboro Bautista
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1K views3 pages

Sample Board Resolution

This document contains instructions and templates for authorizing and notifying employees of discretionary contributions to a profit sharing plan. [1] It includes templates for minutes of a board meeting authorizing a contribution amount and date, a waiver of notice signed by directors, and a notice to be distributed to plan participants. [2] Employers are instructed to complete the templates with contribution amounts and dates, have them signed by directors, and distribute the participant notice as required by the IRS. [3] The employer is to return copies of the completed minutes and notice to participants.

Uploaded by

Mark Joseph Tuboro Bautista
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
  • Resolution of Discretionary Contributions & Notice to Participants
  • Waiver of Notice of Special Meeting
  • Minutes of Special Meeting of Board of Directors

RESOLUTION OF DISCRETIONARY CONTRIBUTIONS & NOTICE TO PARTICIPANTS

Instructions: Attached are prepared Minutes of Meeting authorizing your discretionary contributions.
Please make the following entries:

1. Date and time of meeting. IRS requires that the amount be determined and deposited before the
filing of the corporate tax return.

2. Contribution dollar amount or percentage. The maximum total tax-deductible contribution is 25% of
total compensation for all participants.

3. Signature of Secretary and President. The corporate seal should be affixed, and the directors should
sign the waiver.

Additionally, the IRS requires that the Plan Participants be notified of the contribution. Below is a
sample language for this notification to be typed on your letterhead and either posted or distributed to
all participants in the plan.

PLEASE RETURN TO US ONE COPY OF BOTH THE MINUTES OF MEETING & NOTICE
TO PARTICIPANTS. Original copies should be placed with your corporate and plan records.

_________________________________________________________________

Sample Language:

CONTRIBUTION NOTICE TO ALL PLAN PARTICIPANTS

The Company is pleased to announce that the Board of Directors has approved the following
contributions to our Profit Sharing Plan:

A Matching contribution of $______________ for the year ending ___________________.

A Profit Sharing contribution of $______________ for the year ending ___________________.

__________________________________________
President
WAIVER OF NOTICE
OF SPECIAL MEETING OF BOARD OF DIRECTORS
OF
________________________________________

We, the undersigned members of the Board of Directors of __________________________, do


hereby severally waive notice of the time, place and purpose of a Special Meeting of the Board of
Directors of said corporation and do agree that said meeting shall be held at _____o'clock p.m., in
__________________,____________________, and that the said meeting may consider and act upon
such matters as may come before it.

_______________________________
Director
_______________________________
Director
_______________________________
Director
_______________________________
Director
_______________________________
Director
MINUTES OF SPECIAL MEETING
OF BOARD OF DIRECTORS
OF
_________________________

Held at the principal offices of the corporation


at ____________________________
City, State
at ____________________________
time, date

This being the time and place for a Special Meeting of the Board of Directors of this
corporation, and all directors being present and having waived notice of the time, place and purpose of
the meeting, the following proceedings were had.

The meeting was called to order by __________________________, President of the


corporation, who presided.

_________________________, Secretary of the corporation, recorded the minutes of the


meeting.

A written Waiver of Notice of the meeting signed by all directors was presented by the
Secretary, and it was ordered that a copy thereof be affixed as an exhibit to the minutes of this meeting.

The Profit Sharing Plan of the corporation was discussed, especially with respect to the
discretionary contributions for the corporate year ending _____________________. Upon motion duly
made, seconded and unanimously adopted, the following Resolution was enacted:

WHEREAS, the Company Profit Sharing Plan calls for the Board of Directors to
determine the amount to be contributed to the Profit Sharing Plan.

BE IT FURTHER RESOLVED, that the Corporation is hereby authorized and directed


to pay to the Trustees of the Profit Sharing Trust a Profit Sharing Plan an amount equal to
$__________ to be made on or before the corporate tax return deadline.

There being no further business to come before the meeting, on motion duly made and seconded,
the meeting was adjourned.

Respectfully submitted,

_________________________
Secretary
Approved by:

____________________________
President

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