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A board resolution is the formal record of a decision made by a board of directors. It carries legal weight, satisfies compliance requirements, and creates the documented basis for organizational action. Done correctly, a resolution protects the board, the organization, and the decision itself.
This guide covers what board resolutions are, when they’re required, how to write one, and what the format should include — with examples so you can model your approach.
What is a Board Resolution?
A board resolution is a written document that formally records a decision made by a board of directors. Resolutions are adopted through a vote and serve as the official, legally recognized record of the board’s position on a specific matter.
Unlike formal meeting notes, a board resolution is a binding document.
It authorizes action, establishes accountability, and can be referenced by auditors, regulators, courts, lenders, and other parties who need to verify that the board acted within its authority.
It’s important to note that board meeting minutes capture the full record of what was discussed in a meeting. A board resolution captures the specific formal decisions the board made and is typically approved alongside the minutes at the following meeting.
Types of Board Resolutions
Ordinary Resolution
An ordinary resolution passes by simple majority — more than 50% of voting members in favor. Most routine board decisions are recorded as ordinary resolutions: budget approvals, vendor contracts, committee appointments.
Special Resolution
A special resolution requires a higher voting threshold, typically two-thirds or three-quarters of board members. Special resolutions are used for significant changes — amendments to bylaws, major structural changes, or actions where governance documents required elevated approval.
Unanimous Resolution
A unanimous resolution requires agreement from all board members. These are used when the governing documents require full consensus, or when the board chooses to signal complete alignment on a particularly significant decision.
Written Resolution (Consent Resolution)
A written resolution — sometimes called a consent resolution or action by written consent — allows the board to formally decide a matter without convening a meeting. Each director signs the resolution individually. Most jurisdictions allow written resolutions for routine matters; some require in-person deliberation.
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When is a Board Resolution Required?
Board resolutions are required — or strongly advisable — in the following situations:
Legally Required:
- Opening or closing bank accounts
- Authorizing loans, lines of credit, or major financing
- Purchasing, selling, or encumbering real property
- Approving mergers, acquisitions, or dissolutions
- Appointing or removing articles of incorporation
- Authorizing the filing of tax returns or regulatory filings
Recommended:
- Approving annual budgets and financial statements
- Authorizing major contracts or vendor agreements
- Establishing or changing executive compensation
- Appointing or changing committee structure and charters
- Officer removal — including actions following a vote of no confidence
When in doubt, pass a resolution. A documented board decision is always easier to defend than an undocumented one.
Board Resolution Format
The format of a board resolution follows a consistent structure regardless of organization type. A properly formatted resolution includes:
- Header: Organization name, resolution number (unique identifier for record keeping), and date adopted.
- Recitals (Whereas Clauses): Background statements that establish the context and rationale for the resolution. Each recital begins with “WHEREAS” and ends with a semicolon. Recitals are not required but are strongly recommend for complex decisions as they create a record of the board’s reasoning.
- Resolved Clauses: The operative section of the resolution. Each resolved clause begins with “RESOLVED THAT” or “BE IT RESOLVED THAT” and states a specific action or decision in clear, unambiguous language. Multiple resolves clauses can follow one another using “FURTHER RESOLVED THAT.”
- Certification: A statement by the corporate secretary certifying that the resolution was duly adopted as a properly convened meeting (or by written consent), that a quorum was present, and that the vote met the required threshold.
- Signatures: Signature lines for the board chair and/or corporate secretary, with dates. Some resolutions require signatures from all voting members.
Board Resolution Template
RESOLUTION OF THE BOARD OF DIRECTORS
OF [ORGANIZATION NAME]
Resolution No. [###]
Date: [Month Day, Year]
WHEREAS, [background context establishing the need for this resolution]; and
WHEREAS, [additional context if applicable];
NOW, THEREFORE, BE IT RESOLVED THAT [specific decision or authorization in clear, direct language]; and
FURTHER RESOLVED THAT [additional actions or authorizations, if applicable]; and
FURTHER RESOLVED THAT the officers of the Corporation are authorized and directed to take all actions necessary or appropriate to carry out the foregoing resolutions.
CERTIFICATION
I, the undersigned, hereby certify that I am the duly elected and acting Secretary of [Organization Name], that the foregoing is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors held on [Date], at which a quorum was present and acting throughout, and that such resolution has not been rescinded or modified and is in full force and effect.
_________________________________
[Secretary Name], Corporate Secretary
Date: _______________
_________________________________
[Chair Name], Board Chair
Date: _______________
This template is provided for informational purposes only. Board resolutions carry legal and financial weight — consult your legal counsel before using this template for significant transcations or decisions.
Key Board Resolution Drafting Principles
- Be Specific: Vague language creates ambiguous authority. Name the specific perform, amount, and counterparty, or action being authorized.
- One Decision Per Resolved Clause: Each RESOLVED THAT should address a single action. Multiple unrelated decisions in one clause create interpretive problems.
- Match the Formality to the Stakes: Routine decisions can be brief. High-stakes decisions warrant fuller recitals that document the board’s deliberation and rationale.
- Follow Robert’s Rules of Order: Governs how resolutions are introduced and voted on. Resolutions must be formally moved and seconded before a vote. The motion process is what activates the resolution.
- Record the Vote: Note the vote count or, for unanimous decisions, that the resolutions was adopted unanimously. If any directors abstained or voted against, record that too.
Keep Your Governance Record Where it Belongs
Resolutions drafted in Word, circulated over email, and stored in someone’s inbox is not a governance system — it’s a liability. When a bank, auditor, or regulator asks for a certified copy of a board decision, “let me check my email” is not an answer.
The administrative work around resolutions — collecting signatures, tracking versions, confirming quorum, filing the final record — is exactly the kind of overhead that compounds across every meeting cycle. Most boards don’t have a process problem. They have a tools problem.
OnBoard gives your board one authoritative place for materials, decisions, and records. Resolutions live alongside the minutes that reference them, the agenda that produced them, and the vote record that authenticated them. Update once — everything stays current. No re-sends, no version drift, no stray downloads in personal inboxes.
Discover how OnBoard can elevate your board resolutions. Start a free trial of OnBoard today.
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Frequently Asked Questions
What is a board resolution?
A board resolution is a formal written document recording an official decision made by a board of directors. It is adopted by vote and serves as the legally recognized record of the board’s authorization for a specific action.
When is a board resolution required?
Resolutions are legally required for actions such as opening bank accounts, authorizing loans, purchasing real property, appointing or removing officers, and amending bylaws. They are also best practice for any significant decision the board makes.
What is the difference between a board resolution and board meeting minutes?
Minutes record the proceedings of a full board meeting, including discussion, attendance, and votes. A resolution is the formal record of a specific decision — typically attached to the minutes and maintained separately in corporate records.
What is the format for a board resolution?
A standard board resolution includes a header (organization name, resolution number, date), recitals (WHEREAS clauses providing context), resolved clauses (RESOLVED THAT statements authorizing specific actions), a certification by the corporate secretary, and signature blocks.
About The Author
- Tyler Naples is an SEO Strategist focused on building scalable organic growth systems for OnBoard, the leading board management software solution. He specializes in connecting high-intent traffic segments with content that ranks, resonates, and converts.
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