Board resolution templates are invaluable for documenting the decisions taken by a board of directors. Below we take a look at how they are used by corporations before examining a few sample board resolution templates.
What is a board resolution?
A board resolution is any kind of decision taken by a corporation’s board of directors. These resolutions typically agreed to by voting at a director’s meeting, may relate to anything within the board’s sphere of action. Examples of such actions include:
- signing of important contracts, including company liquidation or mergers
- hiring or dismissal of senior executives
- agreements about a company’s broad goals and values
- decisions regarding directors’ roles (e.g., who is authorized to act on behalf of the corporation)
- inclusion of new members to the board
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 members. Accordingly, corporate resolutions are generally divided into three categories, as follows.
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 (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.
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 very important 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 a few examples of board resolution templates for different situations.
1. Board of Directors Resolution
TO: [Company Name]
This is a certified copy of the resolution that was passed at the Meeting of the Board of Directors of [Company Name], on ____/____/______.
RESOLVED, that this Board of Directors hereby authorizes and directs ____, Executive Director, to ______________________________________________________ to review various claims on behalf of the [Company Name] Board of Directors.
Chairman of the Board of Directors Signature
2. Board Resolution
(To be printed on organization letterhead)
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
OF(Company Name) HELD ON (Date)
RESOLVED THAT the company has decided to ______________________________________________________________________________The acts done and documents shall be binding on the company, until the same is withdrawn by giving written notice thereof.
Specimen Signatures of Authorised Signatory:
RESOLVED FURTHER THAT, a copy of the above resolution duly certified as true by designated director / authorised signatory of the company be furnished to _________ and such other parties as may be required from time to time in connection with the above matter.
For the Organization,
(Seal & Signature)
Template automation with board management software
A board management portal is 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 meeting 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
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 meeting, ensuring that important tasks are finished in a timely and accountable manner.
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.
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.
Board resolution template: 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:
- formal language is a must
- keep the title clear and to the point
- don’t forget 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: a good resolution should be simple and get the point across while conforming to its general format requirements.
Drafting a resolution template can seem daunting, but you will quickly find this is a simple document with basic requirements. Refer to pre-existing models, 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.