Corporate resolution (also known as a board resolution) is a written legal document, issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation.
A resolution is a written action or decision of a municipality that usually does not require the legal processing of an ordinance. This form of City Council action cannot contain penalty clauses.
These decisions are made by such stakeholders as the corporation's managers, directors, officers or owners. Corporate resolutions are necessary business documents for corporations, whether they be for-profit or nonprofit.
Filing resolutions, which request a change from a company, is an important action in the shareholder advocacy process. However, in some cases, investors – including Mercy Investment Services – may choose to withdraw a resolution that was filed.
In the United States, resolution means a proposal made in writing, while motion means a proposal made verbally. Houses of a legislature often adopt non-binding resolutions. However, a legislature also uses resolutions to exercise one of its binding powers that isn't a lawmaking power.
Texas does require bylaws for all nonprofit corporations that must be adopted at the first organizational meeting of the organization's board of directors. However, the Texas Secretary of State doesn't require nonprofits to file their bylaws with the state.
A board resolution, though not a legal document, is formal and the decisions made by the board are legally binding.
What Are the Components of a Nonprofit Board Resolution Template? The board meeting date. The number of the resolution. A title of the resolution. The resolution itself (what is being voted on) The name and vote of each voting member of the board. The Chairperson's name and signature.
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.