Sample Board Resolution

Nicholas J Price

A board resolution may also be referred to as a corporate resolution. Resolution is a form of the word resolve, which means to settle or find a solution to a problem, dispute or contentious matter. It also means to decide firmly on a course of action. Boards often use a sample board resolution as a template when they begin writing a resolution.

Resolutions are common tools that boards need to perform their duties. It's important to review the role of the board, managers and shareholders in order to understand the purpose of board resolutions. Best practices suggest that today's boards of directors should be made up of all, or mostly all, independent board directors. However, board members can also be large shareholders, equity partners or senior officers. The board is the governing authority that is responsible for making major decisions about the current and future state of the corporation.

Business owners and managers answer to the board and the shareholders.

What Is a Board Resolution?

Boards sometimes need to write and document resolutions during board meetings. Sometimes boards face pressing or urgent matters that require timely decision-making by the board. In such cases, the board may meet on an emergency basis to vote on an issue that can't wait until the next regular meeting. These decisions are called board resolutions.

A good summation of a board resolution is that it's a formal document that identifies the roles of the corporate officers along with their board meeting decisions and results.

Board Resolutions Are Considered Official Documents

Board resolutions are considered official documents and legal documents. Resolutions must be certified to be legal. This means that the board secretary, assistant secretary or other person designated for the task verifies the resolution and certifies it by having the board president sign the resolution.

The resolution gives a committee or other authorized person the ability to take action on a matter that the board voted on. The certified resolution documents and preserves the board's vote in writing. The resolution then becomes part of the company's record and is legally binding. For this reason, boards should document meeting resolutions in their meeting minutes and use a sample board resolution.

Matters and Issues That Require a Board Resolution

One of the most common situations that calls for a board resolution is when a new director gets voted onto the board. Board resolutions can be written for any other important matter. Boards write resolutions for issues such as expanding the company, hiring or laying off a significant number of workers, selling additional shares of the company, purchasing intellectual property rights and other major decisions that materially affect the company.

Uses for Board Resolutions

Board resolutions have many uses. Boards may use them internally or share them with shareholders upon request. Certain board transactions may trigger a request for a copy of a board resolution. Banks, brokerage firms, asset managers, title agencies, government agencies and oversight committees are some common entities that often ask for board resolutions. Other individuals or entities may request a copy of a board resolution as well if they need a record of something that took place at a board meeting.

Circumstances That Trigger the Need for Board Resolutions

There is no hard and fast set of circumstances that triggers the need for writing a board resolution. Boards have much flexibility in deciding when they need to preserve a vote by way of a resolution. Boards that decide it's in the company's best interests to fire, terminate or lay off executives may decide to document the reasoning for their vote with a resolution. Boards may also use resolutions to set policies for options and determine when they should distribute corporate dividends. Boards use resolutions to support executive duties as well as to assist the corporation in setting branding goals.

Boards also use resolutions to provide documentation for issues that the shareholders have decided. Resolutions also provide proof of compliance when a regulatory or legal authority needs to verify the choices that the shareholders or board directors made.

Retention of Board Resolutions

The significance of board resolutions requires that board directors keep them safe and secure. Boards typically store board resolutions and the sample board resolution with the rest of their bookkeeping records. The importance of resolutions should motivate boards to have backup copies of them. Paper resolutions may be subject to theft or destruction by natural disasters, such as fire, flood, earthquake or tornado.

Board management software systems, such as Governance Cloud by Diligent, provide the safest storage system for corporate boards. The system offers high-level security using unlimited, cloud-based storage. The board portal system provides a secure, online document storage system to preserve founding governance documents, board resolutions and other documents for the life of the corporation.

The Voting & Resolutions tool is part of Governance Cloud. The voting tool allows for quick voting, 'for' or 'against,' in one click. Board directors can also use the tool to vote 'yes' or 'no,' or abstain from the vote, without using a signature. Directors can also leave remarks in the comment box explaining their vote if they so choose. Directors have the option of adding a feature that automatically tallies results and provides a real-time summary of the voting. Diligent also makes it possible for board directors to apply their signatures electronically across multiple boards on the same platform. Diligent's voting tool is the perfect choice for writing, voting and certifying board resolutions using a highly secure platform.

Sample of Board Resolution

Board resolutions may be long or short, depending on the nature of the resolution. The important thing is that they identify the issue that the board voted on, the names and roles of those who voted, the results and the final certification.

Here is a sample of a very basic board resolution:


At the meeting of the Board of Directors of (employment service organization) on (date of meeting), the following resolution was proposed and approved by the board: Resolved: WHEREAS the mission of the (employment service organization) is (describe mission); WHEREAS (describe project or business unit) supports the mission of (employment service organization); That the (employment service organization) Board is in full support of a grant proposal to the Virginia Department of Rehabilitative Services for (describe project).

(Names and roles of those who voted)

Signed: (President) or (Chairman)

(certification or official stamp)

The Final Word On Board Resolutions

Boards of directors make many important decisions in the course of serving on the board. It's vital that they document those important decisions in writing and preserve them for use as needed. Board management software expedites the process of writing board resolutions without compromising compliance or quality. Diligent's Governance Cloud offers all of the tools for streamlining voting procedures and securely storing and preserving important documents so that they can be retrieved quickly and easily when boards need them.

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Nicholas J. Price
Nicholas J. Price is a former Manager at Diligent. He has worked extensively in the governance space, particularly on the key governance technologies that can support leadership with the visibility, data and operating capabilities for more effective decision-making.