Tennessee Corporate Resolution for Nonprofit Organizations
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FAQ
Labeling a vote a resolution means that the board believed the issue was important enough to separate it from standard voting issues. A resolution is considered an official board action and it requires a quorum. Board directors must document all official board actions, including resolutions, in their meeting minutes.
Many states' laws still allow one person, or one corporation, to be the sole member of a nonprofit, retaining the right to elect and remove directors.
They are only required when the board of directors makes a significant business decision. A corporate resolution creates a paper trail of an important decision in case it ever needs to be reviewed by shareholders, officers, or the IRS.
Traditionally, when starting a nonprofit, the best choice for legal structure is to form a nonprofit corporation at the state level and to apply for 501(c)(3) tax exemption at the federal level.
In general, the SEC guidelines permit resolutions only from shareholders who have continuously held at least $2,000 of the company's stock for a year or longer. If a shareholder meets these requirements, then the board can choose to bring up the resolution for a vote at the next shareholder meeting.
Financial Actions. Once the decision has been made to dissolve, the nonprofit must stop transacting business, except to wind down its activities. The assets of a charitable nonprofit can only be used for exempt purposes. 6feff This means that assets may not go to staff or board members.
Tennessee nonprofit corporations must have at least three board members. We recommend at least seven directors, when possible. Tennessee nonprofit corporations must have o cers, including a president and secretary, who must be different persons.
Nonprofit corporations often deal with government agencies on issues of public concern, which may involve applying for grants, loans or other governmental approvals. In many situations, the government agency requires a corporate resolution to verify the board's approval for making the government application.
A resolution can be made by a corporation's board of directors, shareholders on behalf of a corporation, a non-profit board of directors, or a government entity. The length of the resolution isn't important. It only needs to be as long as what you need to say.
Nonprofits must have at least three board members when they form.
