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.
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.
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 fill out a resolution of the board of directors? Date, time, and location of the meeting. Title that describes the board's decision to be made. Statement of majority or unanimous decision. Resolution of the decision, including any necessary actions. Officers responsible for carrying out the resolution.
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.
State laws under which a corporation is formed require that whenever a board of directors makes a decision or desires to take an action and it is voted on and approved by a majority of the board, a certified board resolution be created. This document is then made available to the public.
Corp. Code § 5213(a). No more than 49 percent of the persons serving on the board of a California nonprofit corporation may be interested persons.
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.