When are board resolutions required?

Board resolutions are required for major corporate decisions such as appointing officers, approving budgets, authorizing contracts, declaring dividends, approving mergers, and other significant business actions as defined by corporate bylaws.

What should be included in a board resolution?

A board resolution should include the meeting date, attendees, quorum confirmation, specific action being resolved, voting results, and signatures of the corporate secretary and chairman or president.

Can board resolutions be passed without a meeting?

Yes, most jurisdictions allow board resolutions to be passed by written consent without a formal meeting, provided all directors sign the resolution and it complies with corporate bylaws and applicable laws.

📋 Board Decision

Board Resolution Template

Professional Corporate Decision Document for Board Meetings and Governance Actions

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⚖️ Legal Disclaimer

Important: This board resolution template is for informational purposes only and does not constitute legal advice.

Professional Review Required: Always have this document reviewed by a qualified corporate attorney before adoption.

Corporate Law Compliance: Ensure compliance with applicable state corporate laws and company bylaws.

Governance Advisory: Consider consulting with corporate governance experts regarding board procedures and decision documentation.

BOARD RESOLUTION

OF

[CORPORATION NAME]

Resolution Number: [RESOLUTION NUMBER]

Meeting Date: June 4, 2025

Adoption Date: June 4, 2025

MEETING INFORMATION

Meeting Type: [REGULAR/SPECIAL] Meeting of the Board of Directors

Date and Time: [MEETING DATE] at [TIME]

Location: [MEETING LOCATION OR "conducted via video conference"]

Notice: Proper notice of this meeting was given to all directors in accordance with the bylaws of the Corporation and applicable law.

ATTENDANCE

Directors Present:

[LIST ALL DIRECTORS PRESENT]

Directors Absent:

[LIST ANY ABSENT DIRECTORS OR STATE "None"]

Others Present:

[LIST OFFICERS, ADVISORS, OR OTHER ATTENDEES]

Quorum: A quorum of directors was present for the transaction of business.

Chairperson: [CHAIRPERSON NAME] presided over the meeting.

Secretary: [SECRETARY NAME] acted as secretary of the meeting.

RECITALS

WHEREAS, [BACKGROUND INFORMATION OR REASON FOR THE RESOLUTION]; and

WHEREAS, [ADDITIONAL BACKGROUND OR JUSTIFICATION]; and

WHEREAS, it is in the best interests of the Corporation to [DESCRIBE THE ACTION TO BE TAKEN].

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of [CORPORATION NAME] hereby:

1. APPROVES [SPECIFIC ACTION OR DECISION BEING APPROVED];

2. AUTHORIZES [SPECIFIC AUTHORIZATION BEING GRANTED];

3. DIRECTS that [SPECIFIC DIRECTIONS OR INSTRUCTIONS];

4. FURTHER RESOLVES that [ADDITIONAL RESOLUTIONS OR CONDITIONS];

5. AUTHORIZES AND DIRECTS the officers of the Corporation to take all actions necessary or appropriate to implement and effectuate the foregoing resolutions, including but not limited to:

a) [SPECIFIC IMPLEMENTATION ACTIONS];

b) [ADDITIONAL IMPLEMENTATION STEPS];

c) [FURTHER IMPLEMENTATION REQUIREMENTS];

VOTING RECORD

Motion Made By: [DIRECTOR NAME]

Seconded By: [DIRECTOR NAME]

Directors Voting in Favor:

[LIST DIRECTORS VOTING YES]

Directors Voting Against:

[LIST DIRECTORS VOTING NO OR STATE "None"]

Directors Abstaining:

[LIST DIRECTORS ABSTAINING OR STATE "None"]

Vote Count: [NUMBER] in favor, [NUMBER] against, [NUMBER] abstentions

Result: The resolution was [APPROVED/REJECTED] by the Board of Directors.

EFFECTIVE DATE

This resolution shall be effective immediately upon its adoption, unless otherwise specified herein.

FURTHER ACTIONS

RESOLVED FURTHER, that any actions taken by the officers of the Corporation prior to the adoption of these resolutions that are within the authority conferred by these resolutions are hereby ratified, confirmed, and approved.

RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to execute any and all documents and to take any and all actions that they deem necessary or advisable to carry out the intent and purposes of these resolutions.

ADJOURNMENT

There being no further business, the meeting was adjourned at [TIME].

CERTIFICATE OF SECRETARY

I, [SECRETARY NAME], Secretary of [CORPORATION NAME], hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of the Corporation;

2. The foregoing resolution was duly adopted by the Board of Directors of the Corporation at a meeting held on [MEETING DATE];

3. The meeting was held in accordance with the bylaws of the Corporation and applicable law;

4. A quorum of directors was present at the meeting;

5. The resolution is now in full force and effect and has not been modified or rescinded.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this [DAY] day of [MONTH], [YEAR].

[SECRETARY NAME]

Secretary

Date: June 4, 2025

APPROVED BY:

[CHAIRPERSON/PRESIDENT NAME]

Chairperson/President

Date: June 4, 2025

Understanding Board Resolutions

What is a Board Resolution? A board resolution is a formal document that records decisions made by a company's board of directors during board meetings. It serves as official documentation of corporate actions and decisions requiring board approval, creating a legal record of governance decisions.

When Board Resolutions are Required: Board resolutions are typically required for major corporate decisions such as appointing officers, approving budgets, authorizing significant contracts, declaring dividends, approving mergers, opening bank accounts, and other significant business actions as defined by corporate bylaws.

Key Components and Documentation: Effective board resolutions include meeting details, attendee lists, quorum confirmation, specific actions being resolved, voting records, and proper certification by the corporate secretary, ensuring complete documentation of the decision-making process.

Legal Significance and Compliance: Board resolutions provide legal protection for corporations and directors by documenting proper authorization of corporate actions. They demonstrate compliance with fiduciary duties and corporate governance requirements, protecting against potential liability issues.

Written Consent vs Meeting Resolutions: While board resolutions typically result from formal meetings, many jurisdictions allow resolutions to be passed by written consent without a meeting, provided all directors sign the resolution and it complies with corporate bylaws and applicable state laws.