Nonprofit Board Resolution: Templates, Types, and Best Practices

A board resolution is your board’s formal, written record of a decision. Until it’s written down and signed, the decision doesn’t officially exist, at least not in a way a bank, auditor, or grantmaker will recognize. 

Lack of documentation is one of the most costly governance risks a nonprofit can carry. A non profit board resolution template helps you avoid that gap by giving every decision a consistent, repeatable format: a title, the context behind it, the exact action taken, and the signatures that make it official.

This guide gives you sample resolution language you can copy and adapt for several common nonprofit decisions, not just one, along with the types, timing, and formatting rules that make a resolution hold up.

What is a board resolution?

A board resolution is a documented final decision made by the board of directors, recorded in the nonprofit board meeting minutes. Most resolutions follow a vote taken during a board meeting, though a board can also reach unanimous agreement without a formal vote.

Boards use resolutions for all kinds of decisions: appointing a new board member, entering a major partnership, acquiring or selling an asset, letting go of staff, or any other matter that affects the organization’s direction. Once directors decide, through a formal vote or unanimous agreement, that decision becomes part of the official record as a resolution. 

• Also read: See how to run a nonprofit board meeting for the full process this fits into.

Resolutions work a little differently depending on the type of organization:

• Corporate board resolutions focus on fiduciary duties to shareholders: issuing shares, authorizing executive compensation, or approving mergers.
• Nonprofit board resolutions formalize decisions on program funding, governance changes, compliance with charitable regulations, and strategic planning aligned with the organization’s mission.

Either way, a board resolution is a formal document and a critical element of good governance. It gives you legal documentation of the board’s oversight, a transparent decision trail for auditors and regulators, and continuity as leadership changes. 

BoardSource notes that minutes, and the resolutions they capture, should record the voting motion, the result, and the names of anyone who dissented or abstained, since regulators and courts rely on that record later. 

The National Council of Nonprofits frames it the same way: board members have fiduciary duties, and resolutions put those duties on paper. For nonprofits, recorded resolutions also support accountability to donors and grantmakers.

Types of board resolutions

Board resolutions come at the end of a decision process, usually a vote. Each voting member present is entitled to one vote unless the organization’s bylaws provide otherwise, and no member may vote twice or vote on behalf of an absent colleague unless the nonprofit board’s voting procedures permit it.

During a meeting, the board decides which kind of resolution applies to the decision at hand. There are four: ordinary, special, unanimous, and written (consent).

Ordinary resolution

An ordinary resolution passes with a simple majority vote. If a 30-member board has 16 or more members in agreement, the motion passes as the board’s resolution. Most routine decisions, such as approving minutes or standard contracts, use this threshold.

Special resolution

A special resolution needs a larger majority, typically around 75% of the board. On a 30-member board, that’s roughly 23 members. The exact threshold depends on the organization’s bylaws, so check those before assuming 75% applies to your board.

Unanimous resolution

A unanimous resolution requires every director to agree. If the board has 20 members, all 20 must sign on. This is the hardest threshold to meet, since one dissenting vote blocks it, but boards often reserve it for major decisions where full alignment matters.

Written resolution (consent resolution)

A written resolution, also called a unanimous written consent, allows the board to make a decision without holding a meeting. Instead of convening, each director reviews the proposed resolution and signs off individually, usually within a set timeframe.

This option has become more common as boards look for ways to approve routine or time-sensitive matters between scheduled meetings. Most state nonprofit corporation statutes allow it, but nearly all require unanimous approval rather than a simple majority, since no meeting is held at which dissenting views can be raised. 

California’s nonprofit corporation law, for example, permits the board to act without a meeting if every director consents in writing and a quorum of directors is then in office; the signed consents are filed with the board minutes and carry the same force as a unanimous vote (Cal. Corp. Code § 5211(b)). Rules vary by state, so confirm your own state’s statute and bylaws before relying on this approach.

Most boards no longer pass physical signature pages around for a written consent. They execute it through e-signature tools built into a board portal, which is exactly the question board secretaries increasingly ask: how do boards vote on resolutions digitally? We cover the portals that support this later on.

• Also read: See how to structure a nonprofit board meeting agenda around these resolution types.

When is a board resolution required?

Some resolutions are legally required to make a transaction or decision valid. Others are simply good governance practice, even though no law demands them. Knowing the difference helps you prioritize which decisions absolutely need a resolution and which ones you’re choosing to document for extra protection.

Category	Examples
Legally required	Opening or closing bank accountsAuthorizing loans or major financingPurchasing or selling real propertyApproving mergers or dissolutionFiling required regulatory or tax documents
Recommended (best practice)	Approving annual budgetsAppointing officers or new board membersAmending bylawsAuthorizing large grants or contractsOther major strategic decisions

The legally required column covers situations in which a bank, title company, state agency, or the IRS will typically request a signed resolution before proceeding. A bank, for example, usually won’t open an account in the organization’s name without a banking resolution for nonprofit accounts naming who’s authorized to sign.

The recommended column covers decisions that carry real weight but aren’t tied to an external legal requirement. Documenting them anyway protects the board if someone questions a decision later and builds the paper trail auditors and funders expect.

Resolutions are also useful any time you’re:

• Voting in a new board member, shareholder, or senior partner
• Hiring staff in a role significant enough to need board sign-off
• Making a final call on any matter that affects the organization’s growth or survival
• Selling or acquiring assets, including shares
• Submitting grant applications to a government agency, amending policies, or entering long-term contracts and partnerships

The board typically makes these decisions during official meetings and records them in the minutes. Depending on your jurisdiction and organization type, you may also want to review whether nonprofit board meetings are open to the public, as this affects where resolutions are discussed. This level of documentation supports consistent nonprofit board management and keeps the organization accountable over time.

Key elements of a nonprofit board resolution template

Here’s what a well-structured nonprofit board resolution template includes.

1. Title, resolution number, and context

Start with a title, such as “Resolution of the Board of Directors of [Organization Name],” and assign it a unique number. If you’re working inside a board portal for a nonprofit or a central archive, indexing resolutions properly from day one saves a lot of searching later.

Next come the “Whereas” clauses, where you lay out the context: what prompted the action, the relevant facts, and the board’s authority to act. Think of this as the preamble that helps a future reader, including an auditor years later, understand why the resolution exists. 

• Also read: See nonprofit governance best practices for more on structuring governance documents like this one.

2. Statement of decision

The “Resolved, that…” clause states exactly what the board agreed to do. Whether the board is appointing a new treasurer, approving a grant application, or authorizing a property purchase, keep the language concise and unambiguous. If the board is approving multiple actions, split them into separate resolutions rather than bundling everything into one.

3. Signatures and board meeting date

Depending on the bylaws, the board secretary or chair signs the resolution, often digitally. Include the date it passed, whether it was approved by majority, special majority, or unanimous consent, and the final vote count if one was taken. This information strengthens the resolution’s legal standing if it’s ever revisited during an audit or dispute.

4. Formatting for IRS and audit readiness

A resolution is a formal legal record, but it should still be easy to read. Use consistent formatting and plain language, and define acronyms on first use. The IRS expects tax-exempt organizations to keep records that clearly show how the organization operates and manages funds, and board minutes are specifically the kind of record exempt organizations should retain permanently. A clean, well-formatted resolution makes that easy to produce on request.

• Pro tip: Keep all board records centralized so resolutions, minutes, and supporting documents live in one searchable place instead of scattered email threads. See how the top nonprofit board portals compare if you’re still deciding where to store yours.

Sample nonprofit board resolutions by decision type

Every resolution follows the same basic skeleton: title and number, “Whereas” clauses for context, a “Resolved” statement for the decision, and a signature block. Here’s that skeleton, followed by worked examples for six common nonprofit decisions.

Section	What it does
Title and resolution number	Anchors the document and allows internal tracking and retrieval
Whereas clauses	Explain the purpose and context, and tie the action back to the organization’s mission
Resolved statement	States the specific action the board is approving: clear, direct, and unambiguous
Inclusion in meeting minutes	Confirms the resolution becomes part of the official record
Signatures and date	Executed by the board secretary (often alongside the chair); validates when the resolution was adopted

Contract or agreement authorization

Whereas, Company Name shall continue to operate and provide services to its community; and Whereas, the authority to contract with funding sources is needed for Company Name to continue its operation; Now, therefore, be it resolved that the Board of Directors of Company Name hereby authorizes Name, Surname, Board President, to act on behalf of Company Name in entering into an agreement with the City, and to sign for and perform any and all responsibilities related to such agreement. Approved: Date ________ Location: ________ President, Board of Directors _____________  Member, Board of Directors ______________

Officer or new board member appointment

Whereas, a vacancy exists in the position of [Treasurer / Secretary / Board Member] of Company Name; and Whereas, the Governance Committee has reviewed the qualifications of Name, Surname and recommends their appointment; Now, therefore, be it resolved that the Board of Directors of Company Name hereby appoints Name, Surname to serve as [Treasurer / Secretary / Board Member], effective [Date], for a term consistent with the organization’s bylaws. Approved: Date ________ Vote: ________ (For / Against / Abstain) Signed: ___________________________ Board Chair ___________________________ Board Secretary

Grant application or major expenditure approval

Whereas, Company Name has identified an opportunity to apply for a grant from [Funder Name] in support of [Program Name]; and Whereas, the Finance Committee has reviewed the proposed budget and confirmed the application aligns with the organization’s strategic direction; Now, therefore, be it resolved that the Board of Directors of Company Name hereby authorizes Name, Surname, Executive Director, to submit the grant application to [Funder Name] in an amount not to exceed $[Amount], and to execute any related agreements on behalf of the organization. Approved: Date ________ Vote: ________ Signed: ___________________________ Board Chair ___________________________ Board Secretary

Bylaw amendment

Whereas, the Board of Directors has reviewed proposed amendments to Article [Number] of the bylaws of Company Name; and Whereas, the proposed amendments were circulated to all directors at least [Number] days prior to this meeting, as required by the current bylaws; Now, therefore, be it resolved that the Board of Directors of Company Name hereby adopts the amendment to Article [Number] as presented, effective immediately upon adoption. Approved: Date ________ Vote: ________ (Special resolution threshold required per bylaws) Signed: ___________________________ Board Chair ___________________________ Board Secretary

Written consent (unanimous consent) resolution

Use this version for any of the decisions above when the board is acting without a meeting. Each director signs individually rather than voting at a convened session.

Whereas, the undersigned constitute all of the directors of Company Name currently in office; and Whereas, the directors wish to take action without a meeting pursuant to [state] law and the organization’s bylaws; Now, therefore, be it resolved that the Board of Directors of Company Name hereby approves [state the specific action, for example: the appointment of Name, Surname as Treasurer]; And be it further resolved that this written consent shall have the same force and effect as a resolution duly adopted at a meeting of the Board of Directors, and shall be filed with the minutes of the board. ___________________________ Date: ________ Name, Surname, Director (A signature line like this one repeats for each director; the resolution is effective once all directors have signed.)

Endowment or planned-giving program authorization

So, what should a nonprofit’s board resolution say when formally authorizing a new planned giving or endowment program? It should name the fund, reference the governing investment and spending policy, and specify who’s authorized to accept gifts on the organization’s behalf, as shown below.

Whereas, Company Name wishes to establish an endowment fund to provide long-term financial support for [Program Name / general operations]; and Whereas, the Finance Committee has reviewed the proposed investment and spending policy governing the fund and recommends its adoption; Now, therefore, be it resolved that the Board of Directors of Company Name hereby authorizes the establishment of the [Fund Name] Endowment Fund, to be governed by the investment and spending policy presented at this meeting; and Be it further resolved that the Board authorizes Name, Surname, Executive Director, to accept planned gifts (including bequests, charitable trusts, and beneficiary designations) on behalf of the organization in accordance with the organization’s gift acceptance policy. Approved: Date ________ Vote: ________ Signed: ___________________________ Board Chair ___________________________ Board Secretary

This format adapts easily to other board actions. Keep one resolution per decision, number each one in sequence, and file signed copies alongside the meeting minutes where they belong.

Want to use a pre-formatted template for your board’s decisions? You can download our free nonprofit board resolution PDF template to keep your records consistent and audit-ready.

Free resource

Nonprofit Board Resolution Template

Download a ready-to-use nonprofit board resolution template, including recitals, resolved clauses, vote record, and secretary’s certification. Easy to adapt for any board decision.

• Fill-in resolution with WHEREAS and RESOLVED clauses
• Vote record for, against, abstain, and absent
• Secretary’s certification and signature block

Quorum and meeting details included

Download the Template

Instant PDF · No spam

How do you write a nonprofit board resolution?

If you’re wondering how to write a board resolution that holds up later, keep these points handy when drafting any board resolution template:

• Number each resolution; your first should ideally use the “01” tag, with later resolutions numbered in sequence
• Reserve space for a clear resolution title at the top
• Start each paragraph of context with “Whereas”
• Leave room for the board chairperson, CEO or executive director, and two or three board members to sign, with their full names printed below each line

Which board portals help manage resolutions and e-signature approvals?

Most boards now handle written consent and resolution approvals through e-signature tools rather than mailing or scanning paper. If you’re comparing board portals specifically for how they manage resolutions, minutes, and digital sign-off, here’s what each vendor documents on its own site:

Board portal	Resolution/minutes tools	E-signature and approval workflow	Best for
Ideals Board	Circular resolutions, a minutes editor with built-in voting (For / Against / Abstain), and real-time results tied directly to the minutes	In-portal signature requests for documents, written consent, and circular resolutions, built to support compliant written-consent workflows	Nonprofits and mid-size boards that want resolution drafting, voting, and e-signature in one connected workflow
BoardEffect	Document and board-pack management with meeting minutes and survey/poll tools for votes and resolutions	Certified digital signature approvals for board documents and policies	Nonprofits, higher education, credit unions, and healthcare boards already using BoardEffect’s meeting cycle tools
OnBoard	Built-in Approvals & Voting on motions and resolutions, plus AI-assisted minutes drafting	E-signatures and support for unanimous written consent workflows, so boards can approve routine items without a formal meeting	Boards that want AI-assisted minutes alongside a dedicated written-consent and approvals workflow

Pull current pricing and feature details from each vendor’s site before you decide, since features change. Also, compare pricing across the top nonprofit board portals.

How does board management software help with template automation?

Once your resolution template is set, board management software takes over the administrative side: running the vote, collecting signatures, and tracking who approved what and when. Members vote on a phone or laptop via the portal’s app, and results are posted automatically rather than being tallied by hand. Routine resolutions, such as confirming the date or venue for the next meeting, can be decided virtually using the same voting tool used for larger decisions.

Beyond the vote itself, this software enforces follow-through. Reminder features nudge directors who haven’t signed yet, and status updates to the board improve transparency around which resolutions are pending and which are closed out.

Final thoughts

A board resolution is more than paperwork. It’s the written proof that your board made a decision with proper authority, and it’s what banks, auditors, and funders will ask to see when a transaction or policy change is questioned. Use the ordinary, special, unanimous, or written consent threshold that fits the decision, follow the Whereas/Resolved format consistently, and keep every signed resolution filed with your meeting minutes.

If your board is still passing paper around for signatures or losing track of pending resolutions, a board portal built for resolution tracking and e-signature can close that gap. 

FAQ

What is a nonprofit board resolution?

A formal, written record of a decision made and approved by the board of directors. It states what the board agreed to, why, and who is authorized to carry it out. Once signed and dated, it’s part of the organization’s official records.

What types of decisions can be made through a nonprofit board resolution?

Decisions with legal, financial, or strategic weight: approving grants, appointing officers, amending bylaws, entering contracts, authorizing endowments or planned gifts, or managing major assets. If a decision needs board approval and clear documentation, a resolution is the right format.

Who can draft a nonprofit board resolution?

Usually the board secretary, executive director, or legal counsel, though anyone with a clear understanding of the issue can write a first draft. Most boards use a standard template to keep formatting consistent and avoid missing key elements.

When is a board resolution legally required?

For actions such as opening or closing bank accounts, authorizing loans or major financing, buying or selling real property, approving mergers or dissolutions, and filing certain regulatory or tax documents. Other decisions, such as approving a budget or appointing officers, are recommended practices rather than legal requirements, but documenting them still protects the board.

What’s the difference between a board resolution and board meeting minutes?

Minutes are the full written record of everything discussed and decided during a meeting. A resolution is a standalone, formally worded statement of a specific decision, often extracted from the minutes and signed separately so it can be presented to a bank, funder, or auditor on its own.

Can a nonprofit board adopt a resolution by written consent without holding a meeting?

Yes, in most states, as long as every director signs off in writing. This is a written resolution, or unanimous written consent, and it carries the same legal effect as a resolution passed at a meeting. Check your state’s statute and your own bylaws, since unanimity and quorum rules vary.

Which board portals support e-signatures for board resolutions?

Ideals Board, BoardEffect, and OnBoard all document e-signature or digital-approval features on their official sites, though specifics differ. See the comparison table above, and confirm current details directly with the vendor before choosing.