.svg)
A nonprofit’s Board of Directors has a huge amount of responsibility—ultimately, the nonprofit’s wellbeing is up to them. Because of this, it is important for the board to document their decisions in writing.
One of the ways a board can do this is through a board resolution. You might be thinking, “what on earth is a board resolution?”
Don’t panic! In this article, we’ll explain to you what a board resolution is and the different types of resolutions. We’re even going to share a few nonprofit board resolution templates with you to help make your resolution-writing much easier.
Let’s dive in!
.svg)
A board resolution is essentially a written legal record of a decision that was made by the board.
Resolutions allow the board to document their important decisions so that they are easy to access and refer back to if needed. These resolutions are typically stored with the board’s meeting minutes.
There are countless reasons why a board of directors may choose to document their decisions with a resolution. Simply put, anytime the board wants to protect themselves should anyone question their decision-making would be an appropriate time to create and vote on a board resolution.
Some common reasons why a board might want to pass a resolution include:
It is ideal that all members of the board are present when passing a board resolution. Because of this, many boards discuss and pass resolutions during their regularly-scheduled board meetings. However, for decisions that require urgent action, a board member may request a special meeting to pass a resolution.
It is important to be familiar with your nonprofit organization’s bylaws regarding board meetings and decision-making. Most nonprofits require a quorum of board members to be present to pass a resolution.
A board resolution is typically created by a member of the board. Most often, the board Secretary is the one to draft and record board resolutions. If your board does not have a secretary, it would also be appropriate for the board Chairperson to draft the resolution.
.svg)
Regardless of the reason for the resolution, there are three primary types of resolutions that a nonprofit board of directors may use. Let’s take a look at each.
An ordinary resolution is used to make changes that are not permanent and do not require the board’s bylaws to be amended.
For example, the board could pass a simple resolution to approve the hiring of a new Chief Executive Officer.
This type of resolution typically requires a simple majority vote, meaning just over 50% of the board.
An ordinary resolution may also be referred to as a ‘simple resolution’ in some organizations.
A special resolution is required when the board is making a permanent change, or when amendments must be made to the nonprofit’s bylaws.
For example, if a nonprofit wanted to change its name, a special resolution should be passed to approve the name change.
In most cases, a special resolution requires a minimum of 75% of the board’s votes to be in favor of the resolution to pass.
This type of resolution is used when all members of the board agree on a particular decision and there are no opposing votes. Often, a unanimous resolution is used for non-controversial issues and decisions.
For example, a nonprofit board of directors might pass a unanimous resolution to approve the meeting minutes from the previous board meeting.
Now that you know what a board resolution is and the three types of resolutions that exist, it’s time to dive into how to create a board resolution.
Because board resolutions are legal documents, they must be well-written and clear.
There are several components that should be included in each board resolution, regardless of the type of resolution that is being passed. These components include:
Now that you know what to include in a board resolution, we are going to provide you with some templates that you can use as you begin to draft resolutions for your nonprofit’s board.
We’re providing you with three nonprofit board resolution templates to help you get started on your resolution-writing journey. Please keep in mind that because a board resolution is a legal document, these templates are a great starting place but you should have legal counsel review the content of your resolutions.
Below, you will find templates for when the board wants to vote on a new member, when the board wants to enter into a contract with another organization, and a generic template that can be adapted to fit whatever decision the board is making.
RESOLUTION NUMBER:
DATE:
RESOLUTION TITLE:
WHEREAS, the Board of Directors (the “Board”) of [insert nonprofit name] (the “Company”) desires to adopt this resolution; and
WHEREAS, the Board has all necessary power and authority to adopt this resolution;
AGREED, that the following resolution is hereby adopted:
RESOLVED, that [insert new board member name] is/are hereby appointed as a member(s) of the Board of Directors of the Company, effective as of [insert effective date].
IN WITNESS WHEREOF, the Board has executed this resolution as of the date first set forth above.
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
**Include the name and vote for every voting member of the board
________________________________________
(Signature of Chairperson)
President, Board of Directors
RESOLUTION NUMBER:
DATE:
RESOLUTION TITLE:
WHEREAS, [insert nonprofit name] (the “Company”) shall continue to operate and provide services to the community;
WHEREAS, the authority to contract with external organizations shall be needed for the Company to continue its operation;
THEREFORE, be it resolved that the Board of Directors of [insert nonprofit name] hereby authorizes the Company to enter into an agreement with [insert partner entity name] and to sign for and perform any and all responsibilities in relation to such agreement.
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
**Include the name and vote for every voting member of the board
________________________________________
(Signature of Chairperson)
President, Board of Directors
BOARD RESOLUTION NUMBER:
DATE:
BOARD RESOLUTION TITLE:
We, the undersigned, comprised of a majority of the directors of [insert nonprofit name], consent and agree to the following board resolution made on [insert date].
WHEREAS, we, granted the authority by the Company, do hereby consent to the adoption of the following as it was adopted at a regular meeting of the Board of Directors for the Company. In accordance with state laws and the bylaws of the Company, the Board of Directors decided that:
[Insert decision]
WHEREAS, the terms of the resolution have been explained in detail to the members of the Board of Directors of the Company.
NOW, THEREFORE, BE IT RESOLVED, that the company shall [insert decision].
The Chairperson of the Board certifies that the above is a true and correct representation of the resolution that was duly adopted at a meeting of the Board of Directors.
APPROVED DATE:
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
____________ _________
Board Member Name Vote
**Include the name and vote for every voting member of the board
________________________________________
(Signature of Chairperson)
President, Board of Directors
We’ve given you three amazing board resolution templates to use as you begin writing resolutions for your board.
But before you dive in and begin tweaking those templates to fit your needs, we want to provide you with some tips and best practices on writing resolutions.
When drafting a board resolution, you should use a formal writing style. For example, each paragraph should start with WHEREAS (check out our templates for examples of this!).
The language of the resolution should be simple and concise, so that there is no confusion about the decision that is being recorded. The length of the resolution is not important, however, you want to avoid superfluous language; keep it formal yet simple!
The formatting of the resolution is also important. There are a few things that you absolutely must capture on the resolution document.
First, it’s really important to make sure that the resolution is numbered correctly. You can refer back to the most recently approved resolution to double-check.
Also, be sure to leave a space at the end of the resolution for the Board Chairperson’s signature.
Lastly, make sure to leave space to record every voting board member’s name and corresponding vote on the resolution.
Where should you store your board resolutions? It’s easy—wherever you store your board meeting minutes.
Since resolutions are typically voted on during regularly-scheduled board meetings, they should be stored where those meeting minutes are kept. The Board Secretary is responsible for ensuring that all minutes and resolutions are filed in the correct place so that board members can easily access them.
There are countless decisions that may warrant a board resolution, so it’s important to be prepared to correctly draft a resolution for your nonprofit organization.
We’ve shared with you the components of a board resolution, explained the three primary types of resolutions, and we’ve even given you some board resolution templates to help you get started.
You’re fully equipped now to take the next step and begin drafting and recording resolutions for your board of directors!
Don’t forget—you can check out Instrumentl’s blog for more nonprofit resources, templates, and tips!
.webp)
