In this guide that walks you through a board resolution template it’s going to be important to keep in mind board governance, state law the right government agency and thinking about how to have legal record of any interaction that you need to resolve with a nonprofit board.
What is a Board Resolution?
Generally, board resolutions are used by board members as legal documentation and offer an effective way to document the decisions that they make about the board decision. Advisory Boards must record the resolution or certification on their official records or on their meetings notes. Regular board decisions are an example of governance. Sample board resolutions may help you write the resolution in an excellent way.
If you’re thinking about your industry shareholders or a government agency getting involved – really just think about the board of directors and the type of resolution you can come to. That’s it.
Writing a sample board resolution
Your first thought is that board resolutions must be brief. When you want to make it as efficient and effective as possible it will be important to write a summary that is brief. Think of this as a summary business document that gives all the appropriate parties the security and resolutions they are looking for.
Reasons for Board Decisions
It can be argued that board decision-making has many benefits. Basically any situation requiring the board to protect themselves should ever question the importance of the matter. The below list identifies a few common reasons board members sometimes write and approve resolutions.
- To make major changes in strategy
- For new initiatives or programs
- To protect the board and officers
- For any legalities the organization may face
- Approve changes to bylaws
Types of Board Resolutions
There are three types of resolutions boards often use. The table below outlines each type of resolution, provides a brief description and example.
- Simple Resolution: A simple resolution is used to make changes that are not permanent or do not require amending the bylaws. For example, a board may pass a simple resolution to approve the hiring of a new CEO.
- Special Resolution: A special resolution is required to make permanent changes or amendments to the bylaws. For example, a board may pass a special resolution to change the company name.
- Unanimous Resolution: A unanimous resolution is used when all members of the board agree on a particular issue and no votes are opposed. This type of resolution is often used for non-controversial issues. For example, a board may pass a unanimous resolution to approve the minutes from the previous meeting.
The Process for Approving a Board Resolution
The process for approving a board resolution will vary depending on the type of organization and state laws. However, there are some general steps that are typically followed.
- The board member proposing the resolution provides notice to the other members of the board.
- The board member proposing the resolution presents the resolution to the board.
- The board discusses the resolution and may make amendments to it.
- The board votes on the resolution.
- If the resolution is approved, it is signed by the board chair and secretary.
- The resolution is then added to the meeting minutes.
Board Resolution Template
This is a template for a Board Resolution. The form must be completed in full and signed by all members of the Board of Directors in order to be valid.
1. WHEREAS, the Board of Directors (the “Board”) of ____________________________ (the “Company”) desires to adopt this resolution; and
2. WHEREAS, the Board has all necessary power and authority to adopt this resolution;
AGREED, that the following resolution shall be and is hereby adopted:
RESOLVED, that ____________________________ is/are hereby appointed as a member(s) of the Board of Directors of the Company to fill a vacancy on the Board, effective as of ___________________; and it is
FURTHER RESOLVED, that the Company’s Secretary is hereby authorized and directed to file this resolution with the appropriate governmental authority.
IN WITNESS WHEREOF, the Board has executed this resolution as of the date first set forth above.
(Signature of Chairperson)
(Signature of Member)
(Signature of Member)
How do you write a nonprofit board resolution?
In order to write a nonprofit board resolution, you will need to determine the purpose of the resolution and what type of resolution is required. You will also need to follow the process for approving a board resolution, which typically includes providing notice to other members of the board, presenting the resolution, discussing and voting on the resolution. If the resolution is approved, it will be signed by the board chair and secretary and added to the meeting minutes.
What is an unanimous resolution?
A unanimous resolution is used when all members of the board agree on a particular issue and no votes are opposed. This type of resolution is often used for non-controversial issues.
What should a board resolution contain?
A board resolution should contain the name of the organization, the date of the resolution, the purpose of the resolution, and any other relevant information. The resolution should be signed by all members of the board in order to be valid.