Board Resolution Template

Board Resolution Template

What Is a Board Resolution?

A Board Resolution is a document that represents a decision made by the board of directors of a corporation at their regular meeting. It can also serve as a corporate action, which is legally binding as a decision taken at a duly convened meeting. For a corporate action, if it is allowed by state law, the board of directors can use a written document to waive an official notice of a meeting and unanimously agree to a resolution.

Alternate Name:

  • Board of Directors Resolution.

A Board of Directors Resolution contains information about the meeting of the board directors, decisions made during this meeting, and actions required to implement it. Shareholders of the company can also complete a Board Resolution. For example, they can declare the number of dividends on the issued shares of the corporation. Resolutions should be recorded in a corporate records book. These documents have to be available to any member of the board of directors who wishes to find out about the decisions made on their behalf.

You can download your own Board Resolution template through the link below.


How to Write a Resolution for a Board Meeting?

A Board Resolution usually contains the following:

  1. Specify a title of the resolution that indicates the issue being resolved during the corporate meeting.

  2. The board of directors must express their agreement that a corporate decision, which is the subject of the resolution, has been made. Enter the date, time, and location of this resolution.

  3. Directors of the corporation must express their consent to accept the following document as if it had been adopted at a regularly convened meeting of the board directors of this company. Indicate that the board of directors made this decision in compliance with State law and the by-laws of the entity. Decisions made in corporate meetings can vary. For example, the corporation can decide to:

    • Sell or transfer its shares or assets;
    • Provide loans to some other entities;
    • File or purchase patents;
    • Open a bank account;
    • Conclude the long-term lease agreement;
    • Change the address of the head office;
    • Sell the corporate real estate.
  4. This document can reflect decisions regarding the staff of the corporation. For example, the board of directors can decide to:

    • Vote for a new member of the board;
    • Hire new employees;
    • Appoint officers of the corporation;
    • Appoint the accountant;
    • Elect the chairman of the board.
  5. Specify what steps the organization should take to implement the decision indicated above.

  6. State that the officers of the corporation are authorized to take all necessary actions to perform this decision.

  7. Each director of the corporation has to sign the document, print their name, and enter the date of completion.

  8. Any Board Resolution must be certified by the secretary of the corporation. This person should state that the information contained in it is correct and true, and entirely reflects the resolution that was adopted at the meeting of the board directors. The secretary of the corporation has to sign the document, print their name, and enter the date of completion.

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