Board Resolution: Purpose, Use, and How to Download the Right Template for Your State
A Board Resolution is a formal, legally binding document created by a company's board of directors to record important decisions made during board meetings. Whether you're managing a corporation, nonprofit, or other organization, board resolutions are essential to document key actions, maintain corporate governance, and ensure compliance with state and federal laws.
What Is a Board Resolution?
A Board Resolution is an official written record of decisions or directives agreed upon by the board of directors. It details the specific corporate actions authorized by the board, providing legal evidence that these decisions were discussed, voted on, and approved by the duly constituted governing body.
Purpose of a Board Resolution
- Legal Authorization: Confirms that major decisions such as approving budgets, entering contracts, appointing officers, issuing shares, or amending bylaws have been formally approved by the board.
- Corporate Governance: Supports transparency, accountability, and compliance with company bylaws and state corporate laws.
- Clear Record-Keeping: Provides an audit trail for shareholders, regulators, auditors, and legal counsel to verify that decisions were properly made.
- Protects Directors: Demonstrates due diligence by the board, helping to shield directors from personal liability.
- Facilitates Business Operations: Enables the execution of significant business matters with official backing.
Who Should Use a Board Resolution?
- Corporations and nonprofits with a board of directors.
- Companies issuing shares or approving major financial decisions.
- Organizations appointing executives or authorizing contracts.
- Boards adopting or amending policies, procedures, or corporate structures.
- Entities requiring documented proof of board approvals for legal or regulatory compliance.
Common Types of Board Resolutions
- Ordinary Resolutions: Used for routine decisions requiring a simple majority vote, such as approving annual reports or electing officers.
- Special Resolutions: For significant actions like mergers, amendments to articles of incorporation, or dissolving the company, often requiring a supermajority.
- Unanimous Written Resolutions: Resolutions passed in writing without a formal meeting, requiring unanimous consent.
- Consent Resolutions: Used to approve actions between meetings with majority or full board agreement.
Key Components of a Board Resolution
A typical board resolution includes:
- Title identifying the resolution subject.
- Date and place of the board meeting.
- Background or “whereas” clauses explaining the context.
- The formal resolution statement detailing the board’s decision.
- Record of votes or approval.
- Signature of the board chairperson or corporate secretary certifying the resolution.
Why Use a State-Specific Board Resolution Template?
Board resolutions must comply with state laws and corporate governance rules, which can vary depending on your state and type of organization. Using a state-specific template ensures:
- Compliance with local corporate laws and procedural requirements.
- Inclusion of any state-mandated language or formalities.
- Maximum legal enforceability of decisions.
- Avoidance of procedural errors that could invalidate resolutions.
How to Download the Correct Board Resolution Template for Your State
LawPassport.com offers professionally drafted, legally compliant board resolution templates tailored to your state’s laws and corporate requirements:
- Visit LawPassport.com.
- Select your state to access the appropriate board resolution template.
- Customize the document online to suit your specific board decision.
- Download, print, or share the resolution digitally for official documentation.
Don’t risk invalid or improperly documented board decisions. Sign up at LawPassport.com to download the correct Board Resolution template for your state and maintain proper corporate governance with ease.
Ensure your board’s decisions are clear, legal, and enforceable with state-compliant board resolutions available exclusively at LawPassport.com.
Read: Bill of Sale – Download Template for Every State
