Sample Board Resolution Template

     

Sample Board Resolution Template

If you are a member of a board of directors, you know that board resolutions are essential documents for making decisions and recording the actions taken by the board. A board resolution is a written statement that outlines the decisions and actions of a board meeting. It is a formal document that is used to make important decisions and to document those decisions for future reference.

In this article, we will provide a comprehensive guide to board resolutions, including what they are, why they are important, and how to create effective board resolution templates.

What is a Board Resolution?

A board resolution is a written statement that outlines the decisions and actions taken by a board of directors during a meeting. It is a legal document that records the decisions made by the board and serves as evidence of the board's actions.

Why Are Board Resolutions Important?

Board resolutions are important because they provide a record of the decisions and actions taken by the board. They are legal documents that can be used to hold board members accountable for their actions and decisions.

Additionally, board resolutions are often required by law, and failure to follow proper procedures for creating and documenting board resolutions can result in legal consequences.

How to Create a Board Resolution Template

Creating a board resolution template is an essential task for any board of directors. It ensures that the board is following proper procedures and that all necessary information is included in the resolution.

Here are the steps to create an effective board resolution template:

Step 1: Identify the Purpose of the Resolution

Before you start drafting the resolution, it is essential to identify the purpose of the resolution. This includes the problem or issue that the board is trying to address and the outcome that the board hopes to achieve.

Step 2: Determine the Scope of the Resolution

Once you have identified the purpose of the resolution, it is essential to determine the scope of the resolution. This includes the specific actions that the board will take and any relevant deadlines.

Step 3: Draft the Resolution

Now that you have identified the purpose and scope of the resolution, you can start drafting the resolution. The resolution should include the following elements:

• Heading: The heading should include the name of the board and the date of the meeting.
• Preamble: The preamble should state the purpose of the resolution and provide a brief background on the issue being addressed.
• Resolve Clause: The resolve clause should state the specific actions that the board will take to address the issue.
• Signature Block: The signature block should include the names and signatures of the board members who approved the resolution.

Step 4: Review and Approve the Resolution

Once the resolution has been drafted, it should be reviewed by the board and approved at a meeting.

Best Practices for Board Resolutions

In addition to following the steps outlined above, there are several best practices that boards should follow when creating and approving board resolutions. These include:

• Follow proper procedures for creating and approving board resolutions, including providing proper notice of the meeting and ensuring that a quorum is present.
• Keep detailed records of board meetings and resolutions, including the minutes of the meeting and any supporting documentation.
• Ensure that the resolution is clear and concise, and that all necessary information is included.
• Use plain language that is easy to understand, and avoid using legal jargon or technical terms.
• Have the resolution reviewed by legal counsel to ensure that it complies with all relevant laws and regulations.

Conclusion

Board resolutions are essential documents for any board of directors. They provide a record of the decisions and actions taken by the board and ensure that the board is following proper procedures and complying with all relevant laws and regulations. By following the steps and best practices outlined in this guide, you can create effective board resolution templates that will help your board make informed decisions and document those decisions for future reference.

Remember, board resolutions are legal documents, and failure to follow proper procedures for creating and approving them can have serious consequences. It is essential to take the time to create well-drafted resolutions that comply with all relevant laws and regulations.

FAQs :

1.     Can board resolutions be changed or amended?

Yes, board resolutions can be changed or amended at a later meeting. However, it is essential to follow proper procedures for doing so, including providing proper notice of the meeting and ensuring that a quorum is present.

2.     Are board resolutions legally binding?

Yes, board resolutions are legally binding documents that can be used to hold board members accountable for their actions and decisions.

3.     Can board resolutions be challenged in court?

Yes, board resolutions can be challenged in court if they are found to be in violation of any relevant laws or regulations. It is essential to ensure that all board resolutions comply with all relevant legal requirements.

Here is a sample board resolution template that follows the best practices outlined in the above article:

BOARD RESOLUTION REGARDING THE APPROVAL OF A NEW COMPANY POLICY

WHEREAS, the board of directors has reviewed and discussed the proposed new company policy regarding remote work;

WHEREAS, the board of directors has determined that this new policy will benefit the company and its employees by allowing for greater flexibility and work-life balance;

WHEREAS, the board of directors has reviewed and approved the proposed policy as presented;

NOW THEREFORE, BE IT RESOLVED, that the board of directors hereby approves the adoption of the new company policy regarding remote work, effective immediately;

FURTHER RESOLVED, that the board of directors directs the CEO to communicate the new policy to all employees and to ensure that it is implemented consistently and fairly across the company;

FURTHER RESOLVED, that the board of directors authorizes the CEO and other appropriate officers to make any necessary adjustments or modifications to the policy as needed to ensure compliance with all applicable laws and regulations.

This resolution is hereby adopted by the unanimous vote of the board of directors on the date set forth below.

DATED: ________________

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[Name], Chairman of the Board

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[Name], Secretary of the Board

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