Drafting a board resolution is one of the most important tasks of a governing board secretary , notably because each board resolution carries the weight of a legal agreement.
Because of this importance, it’s vital to work from a formal and consistent board resolution template.
Read on to learn about the essential elements of a board resolution. We also included a 2024 update to our free board resolution template to help your organization save time and work more efficiently. Let’s dive in!
A board resolution is a legally binding document created by a vote of the executive board. Not every board vote results in a signed resolution, but every resolution requires deliberation and a vote.
Similar to a corporate resolution , board resolutions are often used to implement changes or additions to the foundational governing documents of an organization. The resolution formalizes important decisions, setting them as established policy or agreements that go beyond items on the agenda. Once signed, a resolution becomes legally binding and can also serve as a compliance document recording the board’s decisions on critical matters.
Examples of board resolutions include appointing or removing a board member , amending the company’s articles of association , or formal changes to board roles, contracts, and policies.
Board MeetingWriting a corporate resolution requires research, preparation, and approval. Board resolutions are often drafted by the board secretary, then voted on by a full meeting of the board. Those who vote will also sign the resolution to make the document legally binding.
To write a board resolution, follow these 4 key steps.
Research the best way to present the matter that the resolution addresses. It’s likely the board has already discussed the issue at hand. Check the board meeting minutes for previous discussions on the matter, then carefully draft the resolution with all relevant details and clauses. You can use the board resolution template below as your starting point.
Make sure the resolution is in compliance with the company’s governance guidelines. Check your foundational documents, such as the articles of association and core policies. You may also want to consult with legal counsel to ensure the policies are fully in compliance with the law and relevant regulatory frameworks.
The resolution can only move forward if it’s in compliance with all existing guidelines. Otherwise, the board may need to discuss the intended resolution in the next board meeting before it can move forward.
After drafting the resolution, share it with the rest of the board, so they have the opportunity to review and propose any changes.
When there are no further objections or proposals, nominate the resolution for a vote of approval. If passed, each participating member will sign the resolution, making it a legally binding document.
Finally, record the completed resolution in the meeting minutes and file the document according to the policies and regulations of your organization.
Title: [Clear and concise title of the resolution]
Preamble:
[Provide background information, context, and reasons for the resolution. This section explains the problem or issue being addressed.]
WHEREAS, [Explain the key facts, events, or considerations that led to this resolution]
WHEREAS, [Include any other relevant information]
WHEREAS, [Add any additional considerations, if necessary]
Resolution Clause:
[State the specific decision or action that the board is taking. Be clear and precise.]
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of [Organization Name] hereby [State the specific action, decision, or approval].
FURTHER RESOLVED, that [Any additional actions, instructions, or authorizations as needed].
Signature Block:
We, the undersigned members of the Board of Directors of [Organization Name], hereby certify that the above resolution was duly adopted at a meeting of the board held on [Date].
_____________________________ _______________________
[Name of Board Member 1] [Date]
_____________________________ _______________________
[Name of Board Member 2] [Date]
[Continue with additional board member signatures and dates as necessary]
[Include a space for the secretary’s signature and date if applicable]
Secretary’s Attestation:
I, the undersigned, hereby certify that I am the Secretary of [Organization Name] and that the above resolution is a true and accurate record of the resolution adopted by the Board of Directors at a meeting held on [Date].
_____________________________ _______________________
[Name of Secretary] [Date]
[Seal, if applicable]
This template provides a structure for creating board resolutions, but it’s important to customize it based on the specific details and requirements of your organization and the particular issue at hand. Always ensure the resolution complies with your organization’s bylaws, legal obligations, and any industry-specific regulations.
Need to draft a corporate resolution? Check out the free corporate resolution template .
