(4) The directors may elect a chairperson of the board who shall be a director. Resolutions of the board of directors of an Ohio corporation electing directors to fill director vacancies.Unless otherwise provided in the articles or regulations or in a resolution of the directors, the chairperson of the board is not an officer of the corporation. Seven steps for writing a board resolution, plus a definition, what it's required, how to pass a resolution and FAQs. A resolution is a formal way in which a company can note decisions that are made at a meeting of company members. The Commission's role is carried out primarily under a Programme of Law Reform. Resolutions of the board of directors ratifying prior actions of its officers.