In a typical corporation, the shareholders that own the company usually appoint a board of directors to oversee the company’s operations. When the board makes important decisions on the running of the company, they pass resolutions that are then adopted into the firm’s corporate record. These resolutions can seem challenging to understand because of the formal language they use but are actually very easy to prepare. This article takes a closer look at board resolution templates.
What Is a Board Resolution?
A board resolution, or board of director’s resolution, refers to the outcome of a director authorizing a vote on a specific matter relating to the company. It is how major decisions are made in corporations, and each resolution is usually documented in the corporate record. Generally, the vote could cover anything from a monumental decision like amending the company constitution to something mundane like approving a budget for a project.
What Is a Board Resolution Template?
A board resolution template is a model through which company shareholders or board of directors make decisions about the corporation. It records the decision for future reference.
When to Use a Board Resolution Template
Naturally, a board won’t need to sit to make a resolution on the daily operations of a company, but they might need to decide on and document more significant events. Most boards are required to vote on any activities that have major financial implications on the company or involve authority or procedural changes. Some actions that could call for a resolution include:
- Signing up for a corporate bank account
- Appointing company officers
- Signing a long-term lease
- Authorizing loans
- Executing business contracts
- Hiring company executives
- Selling corporation shares
- Amending board meeting procedures
- Delegating funds for a significant project
When a resolution is made – and included in the corporate book – it becomes a permanent entity of the corporate record. This record is not filed with the state but can be audited by the IRS or state agencies.
Board Resolution Templates & Examples
Essential Elements of a Board Resolution Template
A board resolution is very particular in its format and language so as to avoid possible future conflicts. Board Resolution Templates will contain blank fields to collect the following data:
- Name of the corporation
- Time, date, and location of the board meeting
- Board member’s names (those in attendance)
- Description of the issue being voted on
- Statement indicating the type of resolution (ordinary, special, unanimous)
- Authorization for company officials to execute the resolution
- Individual director votes
- Director names and signatures
- Secretary name and signature
- All signature dates
How to Write a Board Resolution
If questions of compliance ever arise, a resolution document is an excellent place to start for reference. This key document can be prepared by the shareholders or board of directors of a corporation but can also be used by government entities and NGO boards. Here are the steps for drafting it:
- Step 1: Indicate the date the resolution was voted on and made at the top of the template. If this is the first resolution being made by the board, assign it a number (e.g., 001) to create a numbering system, which all other resolutions will follow.
- Step 2: Give the document a title that explains the nature of the resolution, e.g., ‘Resolution to Approve Corporate Loan from ABC Credit.’
- Step 3: Use the first sentence to define the responsibility of the board, e.g. ‘Whereas it is the responsibility of the Board to approve pending loans.’
- Step 4: Start every paragraph of the resolution with the ‘whereas’ and use formal language.
- Step 5: In the last sentence, indicate the board’s final resolution, which should start as follows, “Therefore, be it resolved to…’
- Step 6: List all the board member names and spaces next to them to indicate their vote.
- Step 7: Print the board president’s name and leave a blank line for their signature and date.
Who Can Make a Board Resolution Template?
The shareholders of a corporation will usually include a clause in the company constitution that guides the preparation of board resolutions. Besides this, boards must also adhere to the Corporation Act of 2001 that defines the types of resolutions that should be used to settle specific matters. These guidelines will dictate the who, when, and why of making company resolutions.
When to Hold Board Resolutions
Board resolutions are usually passed during the board of director meetings which are generally held annually but can be called more often. If a board member has a valid agenda and provides the other members with reasonable notice, they can convene a meeting any time during the year. Members who cannot attend can seek permission from the rest of the board to participate via alternative means.
Types of Board Resolutions
Every board member has one vote, which counts towards the final resolution. To determine how decisions are made in a corporation, boards usually need to determine the type of resolution to use for specific cases. The choices to choose from are:
- Ordinary Resolution – It is an agreement that gets support from 50 percent of the attending board members.
- Special Resolution – This agreement is supported by more than half of the board members, usually 75 percent (negotiable).
- Unanimous Resolution – This resolution requires the agreement of all the attending directors.
Usually, a board will use an ordinary resolution to pass decisions on regular operation issues, while more serious matters – like constitution amendments – will call for a special resolution. Unanimous resolutions are not commonly used because they provide a logistic challenge.
Tips for Writing a Board Resolution Template
Board resolutions can seem intimidating because they are very professional and use formal language. However, they are very easy to understand and prepare once you know your company’s board policies. Here are some tips to help you along the way:
- Use a numbering system in the first resolution and make sure all succeeding resolutions follow it.
- Present the resolution (the final statement) clearly so that anyone reading it will understand even if they were not at the meeting.
- Always add space for the board president’s signature and signature date.
- Before printing the document, proofread it or ask someone to read it and correct any errors.
Most companies create Board Resolution Templates to streamline the process of decision-making during board meetings. If you just got asked to prepare a board resolution, using a template can help you capture all the important details for incorporation into the corporation record. Remember to keep the template and make it flexible enough for future use.