Best Practices & Case Studies

Board Resolutions

Publication date: 
September, 2023

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. 
PDF icon Sample Corporate Resolution.pdf90.2 KB