When a board resolves to do something or say something that they want to have memorialized in writing, they write up a corporate resolution in the proper format and vote to approve it. Boards often use a corporate resolution as legal documentation for compliance purposes. From a legal perspective, board resolutions are considered legally binding statements of board decisions. For that reason, it’s vital to include all the important information on corporate resolutions. A template for a board resolution is helpful for ensuring that all the proper information gets included on the resolution and that resolutions are consistent.
Government agencies, regulatory bodies and other authorities may request or subpoena corporate resolutions at times. Whether a corporate resolution has been requested or not, the primary reason that boards write and approve corporate resolutions is to protect themselves from liability if there is ever a question about the board’s actions or decisions. Shareholders may also have some interest in corporate resolutions, as the board makes resolutions on behalf of the board and shareholders.
Corporate resolutions are official legal documents that should be stored securely along with the board’s official books and meeting minutes. It’s appropriate to store board resolutions on board portals using secure cloud-based storage.
Corporate Resolution Template
Despite their importance, corporate resolutions are actually quite simple and concise. A corporate resolution wording may be formal or informal.
Simply stated, as in the corporate resolution template that follows, a board resolution describes the board’s intended action. It contains the date of the action and includes the names of the parties involved in the resolution.
Another corporate board resolution template could be worded as follows:
We do hereby consent to adopt the following as if it was adopted at a regularly called meeting of the board of directors of (name of company or organization). In accordance with state law and the bylaws of this corporation, by unanimous consent, the board of directors decided that:
The Board President shall act on behalf of the board in entering into an agreement with the city of Chicago and may sign and perform all responsibilities in relation to such agreement.
The Board’s Role in Approving Corporate Resolutions
In addition to strategic planning and oversight, boards are responsible for important decision making and establishing important policies and procedures. The board sets corporate goals and objectives and ensures that they’re aligned with the corporate culture and mission. Boards work cohesively with senior executives to ensure that the company has the necessary resources to support all departments and operations.
Collectively, the entire board is accountable and liable for the board’s actions and decisions. Also, board directors are individually responsible for giving due diligence to their performance. Under certain circumstances, individual board directors can be held personally liable for being negligent in their duties. Corporate resolutions stand as concrete proof that boards are giving the proper time and attention to their board duties.
Appropriate Circumstances for Corporate Resolutions
There are standard reasons for boards to document their decisions or actions with an official resolution. There are also an unlimited variety of reasons that corporate boards might consider it appropriate to write up and approve a corporate resolution.
One of the common reasons that corporate boards pass resolutions is when they appoint a new board director, vote an officer onto the board or hire new company executives. Corporate boards also pass resolutions when they extend a loan to another business, sell new shares of the corporation, and when they file new patents or purchase existing patents. It’s also appropriate to pass resolutions for increasing the amount of a dividend distribution, acquiring another business, purchasing real estate, opening a financial account and conducting business on behalf of the board.
Writing a Certified Corporate Board Resolution from a Template
A certified corporate board resolution* closely resembles a basic board resolution. This type of resolution describes the board’s action or decision and gives authority to a person or group to verify it. The board secretary and president are the individuals that sign certified board resolutions.
A board corporate board resolution template follows:
CERTIFIED CORPORATE BOARD RESOLUTION TEMPLATE
I, the undersigned, do hereby certify:
- That I am the duly elected and acting Secretary of (name of company or organization); and
- That the foregoing constitutes a Resolution of the Board of said corporation, as duly adopted at a meeting of the Board of Directors thereof, held on the 10th day of March 2019.
IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of said corporation, this 10th day of March 2019.
(name of corporate secretary)
(name of company or organization)
*A certified board resolution should have the imprint of the corporate seal affixed to the document.
Good governance requires consistency in format and in practice. BoardEffect is board management software that streamlines the processes for board meeting management and document management. There are times when boards need to act fast on matters that require corporate board resolutions. Having a corporate board resolution template and a secure electronic means for getting a resolution approved quickly creates efficiency in the boardroom. BoardEffect’s platform offers unlimited, cloud-based document storage, which means that boards can access and utilize corporate board resolution templates whenever they need them, even remotely. BoardEffect’s platform is the modern governance solution to efficiency in corporate board resolutions.