Free preview Corporate Resolution for Nonprofit Organizations
Free preview
Corporate Resolution for Nonprofit Organizations
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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.
The IRS generally requires a minimum of three board members for every nonprofit, but does not dictate board term length. What is important to remember is that board service terms aren't intended to be perpetual, and are typically one to five years.
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.
How to Write a Board Resolution (Step-by-Step) Establish Resolution Title. The resolution title should capture the board's name and a concise statement about the issue you want to record. Document Resolution. Use formal language to record the resolutions. Document Board of Director Votes.
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.”
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.
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.
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.
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.