Log
Board Resolution Log
A resolution log is the index your board keeps alongside the resolutions themselves. When a bank, auditor, or funder asks for a specific authorization months or years later, the log tells you the resolution number and date in seconds — and the signed resolution and minutes hold the detail. Read it here, download the editable Word file, or print it.
Corporate board of directors — running register of formal resolutions
Organization
Log maintained by
Period covered
Last updated
1. How to use this log
Number every resolution sequentially from the first one your board adopted and never reuse a number. Record each resolution the same day it is adopted, while the details are fresh. Store the log with the board minutes — the log is the index, the signed resolution and minutes are the record. If a resolution rescinds or supersedes an earlier one, note the earlier resolution number in the Notes column.
2. Log entries
Enter one row per resolution. Use the categories in the reference table below. Fill the Adopted by column with the vote count (for / against / abstaining) or “unanimous consent.” Fill the Certified by column with the secretary’s name. Add rows as needed.
3. Common resolution categories
Use these standard categories so the log is consistent and searchable. If your board adopts a resolution that doesn’t fit, use Other and describe it in the Title column.
4. Annual review
Once a year, the secretary reviews the log with the board: confirm every resolution still in effect is still needed, confirm banking and signatory resolutions match current personnel, and retire or update resolutions that are obsolete. Record the review date in the Last updated field at the top.
Resolution log
| Resolution No. | Date | Category | Title / action authorized | Adopted by | Certified by | Notes / status |
|---|---|---|---|---|---|---|
| 1 | ||||||
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| 16 |
Common corporate resolution categories
| Category | Typical use |
|---|---|
| Officers | Electing or appointing officers; setting officer authority and titles. |
| Banking | Designating depositories, authorizing signatories, updating signature cards when personnel change. |
| Contracts | Approving significant contracts, leases, or agreements above a delegated threshold. |
| Financing | Approving loans, credit facilities, guarantees, or capital expenditures. |
| Dividends | Declaring dividends or distributions to shareholders. |
| Bylaws / Governance | Adopting or amending bylaws; adopting board policies and committee charters. |
| Ownership / ESOP | Approving an ESOP, ownership transaction, share issuance, or redemption. |
| Budget | Approving the annual operating budget or material amendments. |
| Auditor | Appointing or replacing the independent auditor. |
| Other | Any resolution that does not fit the categories above. |
Guidance notes
- Keep the log with the board minutes or in a secure board portal, not on a single director’s computer.
- Banking and signatory resolutions are the ones most often requested by third parties — keep them current and easy to find.
- If a signatory leaves, adopt a new banking resolution promptly and note the superseded resolution number in the log.
- Resolutions stay in effect until rescinded or superseded — the log should show the current status of each.
- An auditor or lender may ask for resolutions going back several years; a complete log means you are ready.
Before you use this log
- 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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