Utah Corporate Resolution for Nonprofit Organizations
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FAQ
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.
A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances. Corporate resolutions provide a paper trail of the decisions made by the board and the executive management team.
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.
A corporate resolution is the document commonly used for this purpose. The resolution is generally drafted after a meeting and vote by the directors on an important issue for the corporation.
16-6a-803 Number of directors. (1) A board of directors shall consist of three or more directors, with the number specified in, or fixed in accordance with, the bylaws.
Yes. A nonprofit organization, meeting the requirements of section 501(c)(3), can operate on a limited basis as an exempt organization before it receives its determination letter from the I.R.S. It's important not to put off filing for your exemption.
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.
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.
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.
