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Writing A Board Resolution

How to Write a Board Resolution – Best Practices

At first glance, reading a board resolution is intimidating because of the formal language. In fact, once you know what components make up a board resolution, they are very easy to write. Before getting started, take a look at some other resolutions that other entities have written to get an idea of the format and language. A few people working together will be able to write one up in short order.

Why Do Boards Write Resolutions?

A board resolution, also sometimes called a corporate resolution, is a formal document that makes a statement about an issue that is so important that the board wants to have a record of it. A resolution is a document stands as a record if compliance comes in to question.

A resolution can be made by a corporation’s board of directors, shareholders on behalf of a corporation, a non-profit board of directors, or a government entity.

The length of the resolution isn’t important. It only needs to be as long as what you need to say.

What Kinds of Situations Call for a Board Resolution?

A board of directors can decide to write up a resolution for most any reason they choose. Think about it in terms of any decision that a board resolves to do. Resolutions can be written for the following reasons:

  • To document that a new member of the board was voted in
  • To record a decision made at a board meeting
  • To document a decision made by the shareholders of a corporation
  • When a company wants to hire new employees
  • When a company wishes to sell shares in the corporation
  • When a non-profit organization wants to delegate funds to a certain project
  • When a government entity wants to honor someone

Where Should Boards Store Resolutions?

Keep resolutions with other books and important documents and have a backup copy in another location. Resolutions can also be kept with the meeting minutes because they are legally binding documents.

How to Write a Resolution

  1. Format the resolution by putting the date and resolution number at the top. If it’s the board’s first resolution, you can number it whatever you want. Consider using something like 0001 and then giving all future resolutions a consecutive number.
  2. Form a title of the resolution that speaks to the issue that you want to document. For example, “Resolution to Designate Funds of the 2016 Gala Fundraiser to the Marketing Fund.”
  3. Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas. The first sentence should reference the board’s responsibility. For example, “Whereas it is the responsibility of the Board to designate funds for a specific purpose.”
  4. Continue writing out each important statement of the resolution, beginning each paragraph with whereas.
  5. The last statement of the resolution should state the final resolution, which is the action that the board took. For example, “Now, therefore be it resolved to designate the funds of the 2016 Gala Fundraiser to the Marketing Fund.”
  6. The bottom of the resolution should list the names of the board members voting on the resolution and spaces adjacent to their names where they can indicate a “yes” or “no” vote. Obviously, the resolution is approved when the majority of the board members vote “yes.”
  7. There should also be a place for the board president to sign and date the resolution.

See this free copy of a board resolution template. Here is another sample of a corporate resolution that is written out. Winthrop University lists numerous links to resolutions that they’ve drafted. This link is a good example of a resolution that was written to honor someone.

Concluding Thoughts About Writing a Resolution

Understanding better how resolutions are written should take any intimidation out of the process. Once you get started, you’ll find that it’s actually pretty easy and you’ll probably enjoy it. Remember to review templates of resolutions that were written by other boards for similar purposes. Find a good template to help you get started, but keep it flexible enough to serve the true purpose of the resolution. Most importantly, make sure that the board members and the board president sign and date the resolution. It’s a legal document just like the meeting minutes.

Jeremy Barlow

Jeremy is the Director of Digital Marketing at BoardEffect.

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