To reduce risk, most nonprofits take special care to enact the 49% rule. That means that the percentage of board members that are considered interested directors is limited to less than half of the total number of members.
How to write a board resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.
Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that no person serving as the secretary, the treasurer, or the chief financial officer may serve concurrently as the president or chair of the board.
A board resolution is passed after gaining approval by a majority of board members with voting rights. Your organization's governing documents will determine the votes necessary to approve a resolution formally.
California Corporations Code Section 5227 limits the number of board members that may be an employee or contractor of their nonprofit. It states that: “Not more than 49 percent of the persons serving on the board … may be interested persons.”
However, the IRS requires a minimum of three board members for tax-exempt status. Find out more. 🔑 How does a nonprofit choose board members? Look for board candidates who have passion, motivation, know-how, availability, integrity, and adaptability.
The resolution then becomes part of the company's record and is legally binding. For this reason, boards should document meeting resolutions in their meeting minutes and store them in their board portal.
A resolution addresses a current specific problem or opportunity. It should include a call for specific action aimed at identifiable public officials. The resolution's message should be consistent with the organization's platform, or at least not inconsistent with it.
The title of the resolution must appropriately reflect the intent. Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
What's included in a corporate resolution? Legal company identification. Company legal name. Title and purpose of the resolution. Signatures of the individual(s) designated to sign resolutions (typically a chairman) List of board members present at the meeting. Date, time, and location of a board meeting.