Board Resolutions

What is a board resolution? 

A board resolution is a formal, legally-binding document of a board’s decision.  

When should a resolution be used? 

Resolutions formalize a board’s vote in writing and should be used to record important decisions. 

Board resolutions are commonly used by community foundations to establish new, board-created funds and to document the use of variance power. Other ways in which boards may use resolutions include: 

• Approval of new board members and new board officers 
• Identifying employees and officers who have signature authority 
• Identifying employees and officers who can access the corporation’s bank account 
• Major capital expenditures 
• Loans 
• Large grants/allocation of funds to a project 
• Hiring/firing employees 

Tips for writing a board resolution 

• Title the resolution  
• Date the resolution 
• Provide important details, but maintain brevity 
• Use formal language throughout the document, such as beginning each new paragraph with “Whereas” 
• Summarize the contents in the concluding paragraph 
• List the legal names of voting board members 
• Include a signature line for the board president or board secretary 
• State if the vote was unanimous 
  • If the vote did not pass unanimously, list each name of voting members and their vote.