Board Resolution Template
Pick your organization type, say how the resolution was adopted, and write the WHEREAS and RESOLVED clauses, or start from a common one such as opening a bank account. The resolution lays itself out as you type, with signature lines and an optional secretary's certificate, ready to print or copy. A template, not legal advice.
What goes in a board resolution
A resolution is the formal record of one decision. Banks, auditors and counterparties ask for it because it shows who decided, how and when.
Heading and number
The organization's name, the body that acted (board of directors, managers or members) and a resolution number if you keep a register.
How it was adopted
At a meeting, with the date, place, how many were present and the vote; or by written consent in lieu of a meeting, signed by the people entitled to act.
Recitals (WHEREAS)
Optional background: why the decision is being made. Keep them short; they explain the resolution but do not decide anything.
Resolved clauses (RESOLVED)
The decision itself, one clause per action: what is approved, who is authorized to do what, and any limits.
Signatures
For a meeting, usually the chair and the secretary. For written consent, each director, manager or member who consents signs.
Secretary's certificate
A short statement by the secretary that the copy is true, was properly adopted and is still in force. Banks often ask for this part.
Meeting vote or written consent
At a meeting, the resolution records the date and place, that a quorum was present and how the vote went. Pick "At a meeting" and fill in the numbers; the builder warns you if they do not add up, for example more votes than people present.
By written consent, the board, managers or members act without meeting, and the document is the consent itself, signed by each of them. Pick "Written consent" and choose whether everyone signs or the number your governing documents require.
Quorum, the votes needed to pass, and whether written consent has to be unanimous all depend on your bylaws or operating agreement and the law where the organization was formed. Check those before you rely on the document.
Common board resolutions
Each one fills the title, recitals and resolved clauses with wording for your organization type and [brackets] for the details you add.
Open a bank account
Open a deposit account and name who can sign on it.
Appoint an officer
Appoint a treasurer, secretary or other officer and say when it starts.
Approve a contract
Approve an agreement and authorize someone to sign it.
Authorize a signatory
Name who may sign documents for the organization, up to what amount.
Approve a budget
Approve the year's operating budget and who may spend against it.
Adopt a policy
Adopt a policy, set the date it applies from, and say who rolls it out.
Board resolution vs. board minutes
Minutes record the whole meeting: who attended, what was discussed, and every motion and vote. A resolution is the formal document for one decision, often attached to the minutes or handed to a bank or counterparty on its own.
Most boards need both: the minutes show the meeting happened properly, and the resolution is the piece of paper that proves a specific decision.
Writing up the rest of the meeting? Use the board meeting minutes template.
For motions, seconds and votes in formal meetings, see Robert's Rules of Order minutes.
Comparing options before the vote? A decision matrix helps the board weigh them.
More on board and association meetings: board meeting minutes template, HOA meeting minutes template, Robert's Rules minutes template.
The resolution is one line. The meeting behind it is an hour.
The vote happens in a board meeting, and the minutes that go with the resolution have to say what was discussed. Record the meeting with ParrotNotes, with everyone's consent, and you get the transcript and a summary to write the minutes from. Free for 100 minutes of recording a month.
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