Writing a board resolution might sound formal and tedious, but it’s a key part of corporate decision-making. Whether you’re approving a major business move, appointing a new executive, or authorizing financial actions, a well-crafted board resolution makes everything official and legally sound.
Board resolutions offer an effective method of corporate governance, but much like the articles of association, they have to be formatted and detailed properly to carry any weight.
Read on to learn about the elements of a strong board resolution, use our free board resolution template to streamline processes at your organization, and discover how board management software helps boards of all sizes work smarter and save time.
What Is a Board Resolution?
A board’s decisions have far-reaching consequences. As such, board decisions must be clearly recorded within a board resolution. A board resolution is a formal, legally binding record of a board’s decision. Boards implement formal resolutions for almost every decision, especially if they anticipate future scrutiny.
A board of directors might use board resolutions to record voting results or other legally binding decisions, including:
- Appoint or remove a board member
- Approve operating budgets
- Distribute dividends
- Assign roles to individuals, committees, or third parties
Board resolutions should be presented and voted upon during official board meetings. To help board members prepare, include board resolutions as part of board voting procedures.
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Types of Board Resolutions
There are several classifications of board resolutions, including:
- Ordinary Resolutions: Passed by a simple majority vote (e.g., approving budgets, appointing board officers).
- Special Resolutions: Require a higher voting threshold (e.g., amending bylaws, mergers, or dissolving the company).
- Unanimous Resolutions: Require all board members to agree (often for critical decisions).
Common Uses for Board Resolutions
A board of directors might use board resolutions to record voting results or other legally binding decisions, including:
- Approving financial statements and budgets
- Authorizing contracts or business transactions
- Appointing or removing executives and board members
- Changing company bylaws or governance policies
- Approving mergers, acquisitions, and major investments
How to Write a Board Resolution
Follow these 5 steps to create a solid board resolution that serves as an official record of your board’s decisions.
- Capture the Board Meeting Date: Start by recording the date of the board meeting where the resolution is discussed and approved. This ensures a clear timeline and proper documentation.
- Assign a Resolution Number: Give each resolution a unique number for easy tracking and reference. This helps keep records organized and prevents confusion.
- Draft a Resolution Title: Create a clear, concise title that reflects the purpose of the resolution. A strong title makes it easy to identify the resolution at a glance.
- Document the Resolution: Write the resolution in a formal yet straightforward manner. Clearly state the decision, the reasoning behind it, and any actions the board authorizes. Be precise to avoid misinterpretation.
- Document the Board of Directors’ Votes: Record how each board member votes, whether in favor, against, or abstaining, as well as if the resolution was passed by a plurality vote, motion, or unanimous vote. This step adds transparency and ensures a verifiable decision-making process.
Board Resolution Template
Use our customizable board resolution template for your business or nonprofit organization.
Resolution No. [XX-XXXX]
Date: [Month Day, Year]
Location: [Company Headquarters or Virtual Meeting]
WHEREAS:
[Provide background information on why the resolution is being proposed. Example: “The Board of Directors of [Company Name] recognizes the need to approve the annual budget for the fiscal year 2025 to ensure financial planning and resource allocation.”]
RESOLVED THAT:
[Clearly state the decision or action to be taken. Example: “The Board of Directors hereby approves the annual budget for the fiscal year 2025, as presented by the Chief Financial Officer, totaling [$X,XXX,XXX].”]
FURTHER RESOLVED THAT:
[Include any additional directives or authorizations. Example: “The Chief Executive Officer and Chief Financial Officer are authorized to implement the approved budget and make necessary adjustments as required.”]
CERTIFICATION:
I, [Corporate Secretary’s Name], the duly appointed Corporate Secretary of [Company Name], certifies that the foregoing resolution was adopted by the Board of Directors on [Date] and remains in full force and effect.
SIGNATURES:
Board Chairperson
[Name]
[Title]
[Date]
Corporate Secretary
[Name]
[Title]
[Date]
Board Members (if required)
[Name] [Name]
[Title] [Title]
[Date] [Date]
Frequently Asked Questions (FAQs)
Find answers to common questions about writing a board resolution below.
1. How are Board Resolutions Passed?
The board votes on the resolution based on the company’s bylaws. Different resolutions may require a simple majority vote, supermajority or unanimous consent.
2. Who is Responsible for Writing the Board Resolution?
The board secretary is typically responsible for drafting a board resolution, ensuring it is clear, legally sound, and aligned well with the company’s bylaws. However, the responsibility may also involve a board chairperson, legal counsel, executive leadership, and board members.
3. What is the Difference Between a Board Resolution and Board Meeting Minutes?
Feature
Board Resolution
Board Meeting Minutes
Definition
A formal document stating a specific decision made by the board.
A written record of the discussions, decisions, and actions taken during a board meeting.
Purpose
To document an official decision or authorization.
To provide a comprehensive summary of the meeting, including resolutions passed.
Scope
Focuses on a single action or decision.
Covers the entire meeting and all agenda items discussed.
Format
Structured with a “WHEREAS” clause (background) and “RESOLVED” clause (decision).
Free-flowing but structured, including attendees, discussions, votes, and resolutions.
Legal Standing
Used as formal proof of a board’s decision and may be required for legal or financial matters.
Serves as an internal record of board proceedings but may not always have the same legal weight as a resolution.
Approval Process
Requires a vote by the board and signatures from the chairperson and corporate secretary.
Usually drafted by the corporate secretary and approved at the next meeting.
Getting Started With OnBoard
OnBoard software simplifies passing a board resolution by giving board members a secure, organized, and efficient platform to collaborate and make informed decisions. With built-in voting and e-signature capabilities, OnBoard allows boards to finalize and approve resolutions quickly, reducing administrative burdens.
Key OnBoard features include:
- Secure Document Management: Store, access, and share board materials in a centralized, encrypted environment.
- eSignatures and Voting: Enable board members to vote and sign resolutions digitally, streamlining approvals.
- Real-Time Collaboration: Facilitate discussions and decision-making with secure messaging and annotation tools.
- Agenda and Minutes Management: Organize meetings, track minutes, and ensure follow-ups are clear and actionable.
- Compliance Tracking: Maintain records and ensure governance requirements are met with automated audit trails.
By leveraging OnBoard, boards can pass resolutions efficiently while ensuring security, compliance, and seamless communication.
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About The Author
- 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.
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