Template
Board Resolution Template
A written resolution is how a board formally records a significant decision — one that banks, auditors, regulators, or courts may later ask to see. This template covers the standard format, common resolution types with model language, and the secretary's certification. Read it here, download the editable Word file, or print it.
Corporate board of directors — formal written resolution
Organization
Resolution number
Date of meeting / written consent
Secretary
1. Resolution header
Identify the corporation, the resolution number (sequential, for tracking), the date of the meeting or written consent, and the type of action (regular meeting, special meeting, or unanimous written consent).
- Corporation name:
- Resolution No.:
- Date:
- Type of action:
2. Recitals (WHEREAS clauses)
Each WHEREAS clause states a fact or circumstance that provides context for the resolution. Use one clause per fact. Keep them factual — recitals are not the decision itself. Two or three clauses are typical; more than five is unusual.
- WHEREAS, [state the first relevant fact or circumstance];
- WHEREAS, [state the second relevant fact or circumstance];
- WHEREAS, [state any additional relevant fact or circumstance];
3. Operative clauses (RESOLVED clauses)
Each RESOLVED clause states a specific action the board is taking. Begin with “NOW, THEREFORE, BE IT RESOLVED, that…” for the first clause, and “RESOLVED FURTHER, that…” for each subsequent clause. Be specific about who is authorized to do what, and by when.
- NOW, THEREFORE, BE IT RESOLVED, that [state the specific action approved];
- RESOLVED FURTHER, that [state any additional action or authorization];
- RESOLVED FURTHER, that the officers of the corporation are authorized to take all actions necessary to carry out the foregoing resolutions.
4. Common resolution types
The table below provides model operative language for the resolutions corporate boards most often need. Adapt the bracketed language to your situation. Your bylaws and state law may impose additional requirements for certain actions.
5. Adoption and certification
Record how the resolution was adopted: the vote count (for, against, abstaining) or a statement that it was adopted by unanimous consent. The secretary certifies that the resolution was duly adopted and remains in effect.
- Adopted by: [vote count or “unanimous consent”]
- Directors present:
- Secretary signature and date:
Common corporate resolution types
| Resolution type | Model operative language |
|---|---|
| Electing officers | RESOLVED, that the following persons are elected to the offices set forth opposite their names, to serve until their successors are duly elected and qualified: [Name], [Office]; [Name], [Office]. |
| Banking authority | RESOLVED, that [Bank Name] is designated as a depository of this corporation, and that [Name(s) and Title(s)] are authorized to open accounts, execute signature cards, and transact banking business on behalf of the corporation. |
| Approving a contract | RESOLVED, that the corporation enter into the [description of agreement] with [counterparty], substantially in the form presented to the board, and that the [officer title] is authorized to execute and deliver the agreement on behalf of the corporation. |
| Approving a loan or credit facility | RESOLVED, that the corporation borrow up to $[amount] from [lender] on the terms presented to the board, and that the [officer title] is authorized to execute all loan documents and instruments required in connection therewith. |
| Declaring a dividend or distribution | RESOLVED, that a [cash/stock] dividend of $[amount] per share is declared on the outstanding [class] shares of the corporation, payable on [date] to shareholders of record as of [date]. |
| Amending bylaws | RESOLVED, that Article [number], Section [number] of the Bylaws of the corporation is amended to read as set forth in Exhibit A attached hereto. |
| Approving an ESOP or ownership transaction | RESOLVED, that the board approves the [description of transaction] substantially on the terms presented, and authorizes the officers of the corporation to take all actions necessary to consummate the transaction, including execution of all related documents. |
| Approving the annual budget | RESOLVED, that the annual operating budget for the fiscal year ending [date], in the form presented to the board, is approved and adopted. |
Guidance notes
- Use a written resolution whenever a third party — a bank, auditor, regulator, or counterparty — will ask for evidence that the board authorized the action.
- Number resolutions sequentially and keep a resolution log. It makes retrieval straightforward when a bank or auditor asks for a specific authorization months later.
- Unanimous written consent can substitute for a meeting when all directors sign. Check your bylaws and state law — some actions require a meeting.
- Record the vote in the minutes even when the resolution is adopted by unanimous consent. The minutes and the resolution together form the complete record.
- Resolutions stay in effect until rescinded or superseded. If a banking resolution names a signatory who later leaves, adopt a new resolution promptly.
Before you use this template
- Legal counsel review is recommended
- Have qualified legal counsel licensed in your state or jurisdiction review and adapt this material before your board adopts or relies on it.
- Educational model language only
- This is a general model provided for educational purposes. It is not legal, tax, accounting, compensation, or compliance advice, and it does not create an attorney-client or advisory relationship.
- Tailor to your governing documents and law
- Align it with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, employment law, and any regulatory requirements that apply to your organization.
- Adopt and record formally
- Approve the process by board vote or resolution, record it in the minutes, keep sensitive material confidential, and review it annually.
This resource is provided for educational purposes only and does not constitute legal, tax, accounting, compensation, or compliance advice, nor does it create an attorney-client or advisory relationship. Adapt it to your organization's governing documents and applicable law, and have qualified legal counsel review it before your board adopts or relies on it.
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