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Templates / Boards, committees and governance

Board resolution

Board resolution template

A board resolution is one board decision written out in full, usually starting "Resolved, That," with the date it was adopted, the vote, and the secretary's signed statement that it's a true copy. A board adopts it by vote at a meeting, or, where state law and the bylaws allow, without a meeting if every director consents in writing. Either way it belongs with the minutes: Delaware, California and New York law all say written consents are filed with the minutes of the board.

Best forDecisions you'll need to show or quote later: account signers, contracts, policies, officer appointments

Two versionsAdopted at a meeting, or by unanimous written consent without a meeting

PartsBackground (whereas), resolved clauses, adoption record, secretary's certificate

FormatsGoogle Docs, Word, Notion, Markdown

Word Markdown

Resolution of the Board of Directors of [Organization name].docx

Resolution of the Board of Directors of [Organization name]

Organization[Legal name], a [state] nonprofit corporationResolution no.[Year]-[number]Subject Date adopted

Background

WHEREAS, [the facts that explain why the board is acting]; and WHEREAS, [any other fact a reader needs];

Resolutions

NOW, THEREFORE, BE IT RESOLVED, That [the action, stated exactly: what, who, how much, by when]. FURTHER RESOLVED, That [officer] is authorized to [sign, file or do what's needed] to carry out this resolution.

Adoption

Adopted at[Regular / special] meeting of the board, [date]Directors in office Directors present[number] (quorum is [number])Vote[number] in favor, [number] opposed, [number] abstaining

Secretary's certificate

I, [name], Secretary of [Organization name], certify that the above is a true copy of a resolution adopted by the board of directors on [date], at a meeting at which a quorum was present, and that it has not been changed or revoked. Signature: ____________________ Date: __________

Word MarkdownPastes into Google Docs, Word or Notion with headings and tables intact.

Word Markdown

Action by Unanimous Written Consent of the Board of Directors of [Organization name].docx

Action by Unanimous Written Consent of the Board of Directors of [Organization name]

Organization[Legal name], a [state] nonprofit corporationResolution no.[Year]-[number]Subject EffectiveWhen the last director signs

The undersigned, being all of the directors of [Organization name], consent to the following action without a meeting, as permitted by [state statute] and [article and section] of the bylaws.

Background

WHEREAS, [the facts that explain why the board is acting];

Resolutions

RESOLVED, That [the action, stated exactly: what, who, how much, by when]. FURTHER RESOLVED, That [officer] is authorized to [sign, file or do what's needed] to carry out this resolution.

Signatures of all directors

Director	Signature	Date

Directors may sign separate copies. A consent sent by email counts only where the law and the bylaws allow it. Filed with the minutes of the board on [date] by [secretary].

Word MarkdownPastes into Google Docs, Word or Notion with headings and tables intact.

Best forDecisions you'll need to show or quote later: account signers, contracts, policies, officer appointments

Two versionsAdopted at a meeting, or by unanimous written consent without a meeting

PartsBackground (whereas), resolved clauses, adoption record, secretary's certificate

FormatsGoogle Docs, Word, Notion, Markdown

What to write in each section

Resolution or motion?

A resolution is a motion written out in full. Henry Robert's 1876 rules of order already show the form, "Resolved, That…", and say every resolution adopted should be entered in the minutes. Use one when the exact wording matters later. For an everyday decision, a motion recorded in the minutes is enough; see how to make a motion.

Background (whereas)

Optional. One or two facts that explain why the board is acting, each starting "Whereas." Put the action itself in the resolved clauses, so a reader who skips the background still knows what was decided.

"WHEREAS, the board approved opening an operating account at Lakeshore Community Credit Union on March 12, 2026;"

Resolved clauses

One action per clause, with names, amounts and dates. The last clause usually authorizes a named officer to sign or file whatever is needed to carry out the decision. If the board might vote on the parts differently, make them separate resolutions.

"RESOLVED, That any one authorized signer may sign checks up to $2,500, and two signatures are required above $2,500."

Adoption record

How and when it was adopted: the meeting and date, how many directors are in office, how many were present, and the vote. Record the same resolution in the minutes of that meeting; the board meeting minutes template has a place for each motion and its result.

Secretary's certificate

When you send a copy outside the board, the secretary signs a short statement that it's a true copy, that it was adopted on that date with a quorum present, and that it hasn't been changed or revoked.

Without a meeting: unanimous written consent

Delaware (8 Del. C. § 141(f)), New York nonprofits (N-PCL § 708(b)) and Texas (Business Organizations Code § 6.201) let a board act without meeting if every director consents in writing; in Delaware and New York, the certificate of incorporation or the bylaws can restrict this. In California, a public benefit nonprofit can act this way if all directors consent and the directors in office are a quorum (Corporations Code § 5211(b); § 7211(b) for mutual benefit corporations). The consent has the same effect as a unanimous vote in California and Texas. Use the "Written consent" tab, collect every director's signature, and file the signed consents with the minutes.

Consent by email

New York lets directors consent electronically if the email shows the director authorized it. Texas counts an emailed consent as a signed writing if you can tell who sent it and when (§ 6.205). Delaware allows consent by electronic transmission, and California counts electronic communication as "in writing" where its corporations code authorizes it (§ 195). Florida is the exception for HOAs: board members "may not cast a vote on an association matter via e-mail" (Florida Statutes § 720.303(2)(a)), so a Florida HOA board should decide at a meeting.

When to use this template

The board voted on something, and someone outside the board needs a signed copy of exactly what was decided.
A decision can't wait for the next meeting, and every director can sign a written consent this week.
You want each major decision as its own numbered document, not buried in the middle of the minutes.

Questions people ask

What's the difference between a board resolution and the minutes?: The minutes record the whole meeting: who was there, each motion and its result. A resolution is one decision, written out in full so it can be copied, signed and shown on its own. Adopting a resolution doesn't replace the minutes; record it in them too.
Does a written consent need every director?: Under the Delaware, California, New York and Texas laws cited on this page, yes: every director has to consent. If one director objects or can't be reached, hold a meeting instead. Check your own state's law and your bylaws before using one.
Does the IRS care how we document resolutions?: Form 990 asks whether the organization documented every meeting and written action of its board and committees at the time, meaning by the next meeting or 60 days after, whichever is later. The IRS says that documentation can include approved minutes, email or similar writings that explain the action, when it was taken and who made the decision. A numbered resolution filed with the minutes covers that.
How do you change or cancel a resolution?: Adopt a new resolution that amends or rescinds the old one, and refer to it by number. Under Robert's Rules, rescinding or amending something already adopted takes a two-thirds vote, a majority with previous notice, or a majority of the entire membership; the Robert's Rules cheat sheet shows the votes. Your bylaws decide first.
How should we number resolutions?: The year and a running number, like 2026-07, works for most boards. Keep a simple list of every resolution with its number, date and subject in the same folder as the minutes and the bylaws, so anyone can find the current version.

Sources

Delaware Code, Title 8, § 141(f)Board action without a meeting if all directors consent in writing or by electronic transmission; consents filed with the minutes.
California Corporations Code § 5211(b)Nonprofit public benefit corporations: unanimous written consent, directors in office must be a quorum, filed with the minutes, same effect as a unanimous vote. § 7211(b) is the same rule for mutual benefit corporations.
California Corporations Code § 195"In writing" includes electronic communication when authorized by the code.
New York Not-for-Profit Corporation Law § 708(b)Unanimous consent to a resolution without a meeting; consent may be written or electronic; filed with the minutes.
Texas Business Organizations Code §§ 6.201 and 6.205Action by written consent of everyone entitled to vote, same effect as a unanimous vote; an electronic consent counts as a signed writing.
Florida Statutes § 720.303(2)(a) (2026)HOA board members may not vote on an association matter by email.
IRS, Instructions for Form 990 (2025), Part VI, line 8Contemporaneous documentation of meetings and written actions; what documentation can include.
Henry M. Robert, Pocket Manual of Rules of Order (1876), § 51, Project GutenbergEvery resolution adopted should be entered in the minutes; the "Resolved, That" form.

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