37+ Official Board Resolution Templates in MS WORD

A handy collection of some useful official board resolution templates is available here on this page for you. You can simply click the ‘download’ button in front of the image preview, customize the template as per your requirement, and use it easily. All the templates are provided in editable Microsoft Word format so that you can easily make changes to the template of your choice. This article will also be helpful in knowing what a board resolution is, when it is used, and how to create one.

What is a Board Resolution?

A board resolution is a simple formal document that shows the decision of the board of directors of a company in case of a particular matter or issue. This document clearly identifies the issue and what decision was taken by the board to resolve that issue. To understand the board resolution in a better way, let’s first try to understand the corporate culture briefly.

A company is basically owned by its shareholders. The shareholders are the actual owners of a company. In order to manage the company on their behalf, the shareholders select a group of directors referred to as the “Board of Directors” or “BOD”. This board of directors is responsible for managing and running the operations of the company on behalf of the shareholders. In their capacity as the directors of the company, they have to make different types of decisions on a daily basis.

In order to make major decisions, the directors are required by law to meet at least once in a calendar year. This is done by calling a meeting called a board meeting or board of directors meeting. If there comes a major issue or a problem that needs to be addressed immediately, a board meeting can be called for that any time during the year.

The directors resolve such corporate problems by passing a resolution in their meeting. A resolution is simply passed by voting by show of hands in which each member has one vote. The members present in a board meeting then vote in favor of or against the resolution and depending upon the type of the resolution (mentioned below), a resolution shall or shall not be passed.

If a resolution is passed, it is properly documented and then sent to the shareholders, associates, partners, corporate officers, regulatory authorities, etc. The board resolutions must be properly kept in the record of the company as they are important corporate documents.

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Types of Board Resolutions

As per the corporate laws of most countries, there are three common types of board resolutions. These three types of board resolutions are:

Ordinary Resolution:

An ordinary or simple resolution is a resolution that just requires the agreement of 50% of the members present at the board meeting.

Special Resolution:

The special resolution in a board meeting is a resolution that requires the agreement of more than 50% of the members present at the board meeting. Usually, this requires the agreement of 75% of members present at the meeting however, it is negotiable as per the company’s rules or shareholders’ agreement.

Unanimous Resolution:

As the name suggests, a unanimous resolution is the type of resolution that requires the approval of all the members present at the board meeting. When a resolution is passed by 100% agreement, it becomes a unanimous resolution.

When Board Resolutions are Required?

Now that you know the different types of board resolutions, it is also important to know when the board resolutions are actually required. There can be various situations or different problems or issues that would be required to be resolved by passing resolutions in the board meeting. Some of these situations or matters are:

• In case of opening a new corporate bank account.
• Selling or purchasing of shares.
• To document the voting of a new member.
• At the time of hiring new employees.
• When the company wants to enter a new business contract.
• When issuing new shares on the stock market.
• At the time of acquisition of new assets or businesses.
• At the time of appointing corporate officers.
• At the time when a non-profit organization wants to delegate funds to a certain project.

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How to Write an Effective Board Resolution

An effective board resolution is one that conveys the purpose of the resolution with ease. You can use the given free board resolution templates and formats as a guide for making effective board resolutions. Using these handy formats will save a lot of your time and effort.

However, if you want to write a board resolution yourself, then it is important for you to understand how to write an effective one. Following are some tips for writing a perfect bard resolution:

• The first and foremost thing is to number your resolution. The board may have already passed a lot of resolutions so it is important to assign a number to your resolution so as to make it specific. You can also use alphanumerics to assign to your resolutions however, it is completely up to you. If it is the very first resolution that you are writing, you can simply assign the number ‘1’ to it, and so on and so forth.
• As it is a legal and official document, it is advised to draft it on the company’s letterhead.
• Always make sure to give your resolution a proper title. The title must be direct and concise and should clearly indicate the problem for which the resolution is passed.
• Mention the date on which the resolution was passed.
• As it is an official and formal document, make sure to write it in a proper professional and formal way.
• The board resolution should clearly highlight the issue for which the resolution was proposed and the type of resolution that was carried out.
• In the end, mention the final result of the resolution and state the decision that the Board of Directors finally adopted.
• Mention the names of the members present at the board meeting on which the resolution under the subject was passed. Also, highlight which members voted in favor of the resolution and which voted against the resolution.
• Mention the name of the President of the board meeting. Also, mention the name of the Chairman of the Board of Directors.
• Leave a space at the end for the president of the board meeting to sign the resolution in order to make it official.
• As far as the length of a board resolution is concerned, it depends upon the type of issue or problem for which a resolution was approved. A board resolution can be 2 to 3 pages long however try not to include any irrelevant details or information in it so as to make it easily readable and understandable for the readers.
• Before printing out and sending the board resolution to the concerned persons or authorities, make sure to proofread it completely.

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