The Best Board of Directors’ Resolution Template

  • By: Adam Wire
  • January 5, 2023
Board of Directors Resolution Template
Reading Time: 4 minutes

The board of directors has governance authority to act on behalf of its organization. No matter how frequent, these decisions must be appropriately documented through board resolutions.

As a member of a board of directors, you know how important it is to make informed and strategic decisions. A board of directors’ resolution ensures all of the board’s most important decisions are documented for future use.

But writing a board of directors’ resolution can seem intimidating if you’re unsure where to begin. To help you get started, check out our free board of directors’ resolution template. Whether you’re a member of a corporate or nonprofit organization, the template provides a proven and strategic approach to writing effective resolutions.

Let’s dive in.

What is a Board of Directors' Resolution?

A board of directors’ resolution is a formal document used to document decisions made by the executive leadership of an organization. It’s typically used to record important decisions and actions the board of directors takes during a meeting.

The board of directors’ resolution is an important tool for organizations as it helps to ensure transparency and accountability in decision-making processes. It also serves as a record of the board’s actions, which can be referred to in the future for reference or legal purposes.

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How to Write a Board of Directors' Resolution

Similar to how you need to know how to write minutes for an effective board meeting, it’s also important for board members to understand how to write a board resolution. 

A board resolution is a formal document that outlines a decision or action taken by the board, such as if they’ve changed how to amend board bylaws. It serves as a record of the board’s actions and helps to ensure transparency and accountability in decision-making processes. Here are the steps for writing a board of directors’ resolution:

Assign a resolution number

The first step in writing a board resolution is to assign it a unique resolution number. This helps to keep track of the order where resolutions are passed and makes it easier to reference specific resolutions in the future. It’s important to choose a clear and easy-to-understand numbering system, such as numbering resolutions chronologically or by topic.

Use Formal Language

When writing a board resolution, it’s important to use formal language. This means avoiding casual language. Formal language gives the resolution the weight and authority it needs to be taken seriously by your board members.

Document Meeting Attendees

It’s also important to document the meeting attendees in the resolution. This shows who was present at the meeting and had a say in the decision-making process. It’s a good idea to list the names of all attendees and their titles, as well as any guests or other non-board members. This information provides context and establishes the legitimacy of the resolution-making process.

Require Attendees to Sign and Date the Resolution

Requiring attendees to sign and date the resolution demonstrates the resolution has been officially adopted and gives it legal weight. It’s a good idea to ask all board members to sign the resolution as well as any other attendees who participated in the process. This ensures everyone involved in the resolution is held accountable for their actions.

Leverage a Board Portal for Document Storage

Using a board portal for document storage can also help manage the board of directors’ resolutions. A board portal is a secure online platform that allows board members to access and share key documents, such as resolutions, agendas, and minutes. The software helps to streamline the process of creating and distributing resolutions and makes it easier to track the important information related to the board’s decision-making process, such as changes in how to write an executive summary.

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Frequently Asked Questions

  • 1. What is Required for a Board Resolution to be Valid?

    A board resolution must be voted on at an official board of directors’ meeting and adopted by a majority vote of all in attendance.

  • 2. What is a Resolution Statement?

    In the context of a board of directors' resolution, it’s a statement that outlines a decision or action taken by the board of directors.

  • 3. How Long is a Resolution Valid?

    It depends on the specific resolution and the purpose it serves. Some resolutions may have a specific expiration date, while others may remain in effect until being amended or repealed.

  • 4. Is a Board Resolution the Same as Meeting Minutes?

    No! Meeting minutes are a written record of all the events at a meeting, while a  board resolution is a formal document that outlines a specific action taken by the board of directors.

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This is an updated version of a blog that was originally published May 26, 2022.

About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.