![]() The board chair reads the resolution (or asks another board director to do so).The following steps will take you through the process: Once a board resolution has been written, the board will need to approve it orally at a board meeting and preserve it in writing after the meeting. How to Pass a Resolution at a Board Meeting The National Assessment Governing Board provides a fine example of a tribute resolution honoring a worthy educator. This free template for a board resolution provides an example of how yours should look. The American Library Association provides tips for formatting a resolution. Some boards provide room for all the board’s officers to sign resolutions. Provide a section for the board president’s signature. The resolution is not complete without the board president’s signature and the date they signed it.The resolution is approved when the majority of the board members vote “yes.” List the names of the board directors who voted on the resolution at the bottom of the resolution. Provide space adjacent to their names where they can indicate a “yes” or “no” vote.For example, “Now, therefore be it resolved to designate the funds from the 2023 Gala Fundraiser to the Marketing Fund.” Wrap up the heart of the resolution in the last statement. The last statement of the resolution should state the final resolution, which is the action the board took or will take.Continue writing out each critical statement. Use a separate paragraph for each important point.For example, “Whereas it is the responsibility of the Board to designate funds for a specific purpose…” The first sentence should reference the board’s responsibility. Use formal language. Begin each new paragraph with the word, whereas.Give the resolution a title that relates to the decision. For example, “Resolution to Designate Funds from the 2023 Gala Fundraiser to the Marketing Fund.”.Consider using something like 0001 and then give all future resolutions a consecutive number. ![]() Put the date and resolution number at the top. If it’s the board’s first resolution, you can number it however you wish.The following steps will guide you through the process of writing a board resolution: It’s best to keep it clear and simple, stating only what you need to say.īefore writing a board resolution, be clear on the purpose of writing it and stay focused on its purpose. The length of the resolution isn’t important. The board secretary typically writes board resolutions, but any board director can write them. An honor bestowed upon a member of the organization by the government.Filing a patent or purchasing an existing patent.Selling shares in the corporation or increasing dividend amounts.A board of directors can decide to draft a resolution for almost any reason they choose.įor example, some of the common reasons for writing resolutions include board and shareholder decisions on the following scenarios: Think about a board resolution in terms of any act a board resolves to do. Specific Situations Calling for a Board Resolution Boards often write them to proactively protect themselves in case anyone questions their decisions. Boards of directors can write resolutions for any reason they deem appropriate. The benchmark for writing a board resolution is fairly broad. ![]() Resolutions provide proof that the board is fulfilling its responsibilities in an efficient, responsible manner. The entire board is accountable and liable for its actions and decisions, and individual board directors may be held personally liable if they are not diligent in their duties. Your board management system gives all board directors easy access to resolutions as needed. Record all resolutions in the meeting minutes and store them on your board management system. Writing board resolutions for important decisions is considered a best practice for good governance. Board resolutions are legally binding, so boards must write clear resolutions so that nothing can be called into question later. Simply put, a board resolution is a formal document of a board’s decision.Ī board of directors is the highest authority in an organization, and their decisions can have far-reaching consequences.
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