Board Resolution Template: What is It and 10 Easy-to-Use Samples to Download

Board resolution templates are invaluable for documenting the decisions taken by a board of directors. Below we will look at how they are used in corporations before you download our white paper and examine the sample board resolution templates.

What will you get from the white paper?

What is a board resolution?

Board resolution templates are invaluable for documenting the decisions taken by a board of directors.

A board resolution, or a corporate resolution, is any kind of decision taken by a corporation’s board of directors.  These resolutions typically agreed to by voting at a board meeting, may relate to anything within the board business. Examples of such actions include:

• Signing of important contracts, including company liquidation or mergers
• Hiring or dismissal of senior executive employees
• Agreements about a company’s broad goals and values
• Decisions regarding directors’ roles (e.g., who is authorized to act as the board president)
• Inclusion of a new board member

Generally, directors are not required to provide board resolutions to any government agency unless it requests them. 

Types of board resolutions

While all board resolutions demand a certain degree of support from the members of the board, the required support for a resolution to pass can vary according to:

• importance of the issue at hand
• the company’s specific terms
• the business laws for the country in which the company does business

As a rule, the more important a decision is, the greater the percentage of approval required from the board of directors. Accordingly, corporate resolutions are generally divided into three categories, as follows. 

Ordinary resolutions

These only require a simple majority for approval – most often over 50%. Thus a board composed of 10 directors would need six members to support an ordinary resolution for it to pass. The appointment or removal of executive directors or secretaries tends to be determined by ordinary resolutions.

Extraordinary resolutions

Extraordinary board resolutions (also called special resolutions) demand a higher majority — typically 75% in most countries, although that figure may be set differently in a company’s constitution or establishing contract.

Certain types of decisions, such as those regarding the dissolution of a corporation, are often required by law to be taken through extraordinary resolutions.

Unanimous board resolutions

As the name implies, these require 100% support in order to be approved. Because they give full veto power to any single member and are therefore harder to pass, they are more rare. Nonetheless, they may be required by business law or by company terms for major decisions (liquidations, mergers, etc.).

Why use a board resolution template?

Although not always the case, a decision taken by a board of directors often needs to be registered as a formal document. This document can be used for legal purposes, also acting as a record for future reference or to announce the resolution. 

Templates are useful for documenting board decisions in an efficient and error-free manner, in a short time frame. They eliminate the need to draw up a separate file every time a resolution is generated, with the added benefit of a standardized, consistent format across similar resolutions.

Below you can find an example of board resolution templates for different situations.

Template automation with board management software 

A board management portal, which is a leading solution for a virtual board meeting, is also a useful template tool that has become increasingly popular for many reasons.  Notably, this software automates the creation of templates, with the appropriate template custom-generated at the end of a meeting. 

Board software is also key for streamlining the whole process of board meetings management in a slew of other ways. Among other things, it allows members to:

• Share schedules with other participants
• Assign tasks and roles to different members
• Send automatic reminders of upcoming events
• Share relevant files
• Create and share polls or documents for general signature
• Get members’ votes on important issues
• Communicate through a dedicated channel, free from distractions

Task management

As is the case with many other team management apps, task management is an essential feature here. Task managers are straightforward but immensely helpful: 

• members receive notifications for tasks assigned to them 
• they can check the details of what tasks are outstanding on a personal dashboard
• deadlines and other instructions can be added alongside the tasks
• members can mark tasks complete, whereupon the assigner is notified

This clarifies everything that needs to be done in the lead-up to a paperless board meeting, ensuring that important tasks are finished in a timely and accountable manner.

Polls 

Another popular feature, polling can highlight key decisions for upcoming meetings. A poll is a great way to save time by collecting opinions ahead of the actual meeting and showing where everyone stands on a given issue.

Virtual voting

Ideal for socially distanced decision-making or for when a member just isn’t able to attend, virtual voting allows you to get that final take on key issues no matter what. If the question on the agenda is of a more sensitive nature, you can still get everyone’s honest opinion through anonymous voting, the option which the best board management software delivers.

Can a board vote by email? In some cases, yes, but its permissibility depends on legal regulations and the organization’s governance policies. To ensure compliance and validity, it’s crucial to review applicable laws and consult legal experts before considering email voting.

Sample board resolution: Best practices

While resolution templates can vary across different cases and applications, there are a few guidelines to keep in mind when drafting a board resolution template, key among which are:

• Remember that formal language is a must.
• Keep the title clear and to the point.
• Be sure to add the date to the resolution.
• If relevant, also add the decision venue.
• Have the resolution signed by appropriate board members.
• Add the company seal to the document.

Apart from the title and a final section with the authors’ names and signatures, the body of the resolution tends to be divided into two clauses – the “whereas” clause and the “resolved” clause.

• “whereas”: presents the rationale for the resolution. This can include a brief background of the issue at hand or a problem that needs to be addressed.
• “resolved”: indicates the board members’ decision and actions to be taken as a consequence.

Finally, it’s important to keep things clear and concise. Formal language matters, but keep jargon to a minimum and avoid unnecessary words. Remember: good board resolutions should be simple and get the point across while conforming to its general format requirements.

Drafting a board of directors resolution template can seem daunting, but you will quickly find this is a simple document with basic requirements. Refer to our white paper, keep the reason for the resolution and its outcome clear in your mind, follow the general principles outlined above and you will be sure to get good results.

FAQ

When is a board resolution required?

A board resolution is an official way to document board decisions. Resolutions act as legally binding records and as announcements.

How to write a board resolution?

The easiest way to write a board resolution is to use a uniform template, either developed by the company or supplied by the board management software provider. The template will consist of the title, company name, date, and detailed resolution summary. You can decide on the length of the resolution as it is not regulated.

How do you format a board resolution?

Resolutions are written in a formal language in accordance with Robert’s Rules of Order. If you are using a digital resolution template, the formatting is automated.

Is board resolution a legal document?

Yes, a board resolution is a legal record of board members’ decisions signed by all directors on the board. 

What should a board resolution contain?

Date, company name, and resolution summary in formal language.