The recording of decisions made during board meetings is the cornerstone of every board meeting and business. With a board resolution template and an online tool that helps with the automation, the whole process becomes more effective — and excellent results are seen at the end.
To document meeting results seamlessly, be sure to rely on the use of board resolution templates. Further in the article, we’ll show you one, but first, let’s start with the basics.
Table of Contents
- What is a board resolution
- Types of board resolutions
- Why use a board resolution template?
- Board resolution sample
- Tips for creating a board resolution template
- How does board software help with template automation?
What is a board resolution?
A board resolution is a documented final decision made during a board meeting recorded in the minutes of the meeting. The final decision can be reached by taking a vote during the board meeting. Boards vote on various issues, including appointing a new board member, assigning new roles to board members, undertaking a major partnership deal to acquiring an asset for the company, letting go of redundant staff, or on any other major decision that affects the existence of the company.
However, board resolution is not exclusive to the voting process. The board can unanimously agree on a company matter without necessarily voting or decide against a subject matter without voting. The bottom line is that an agreement is reached, and thus, a formal document in the minutes of the meeting containing this agreement is called the “board resolution“.
Types of board resolutions
Recall that board resolutions arrive at the end of voting sessions. Consequently, each board member in the board meeting is entitled to a single vote. No member can vote twice on a particular matter or vote on behalf of an absent member unless permitted to do so by the entire board.
However, in the course of a meeting, the board will have to decide the kind of board resolution that will be used to make its decisions, and that’s where the types of board resolutions come in.
There are three major types, namely: Ordinary, Special, and Unanimous Resolutions. Let’s expand on them individually.
Ordinary resolution
In this type of resolution, the board can make a decision and document its resolution with a simple majority.
For clarity’s sake, if there are 30 board members, for instance, and 16 or more agree on an issue, the motion passes as the board’s resolution.
Special resolution
In the case of a special resolution, a decision is reached and stamped when more than half or, simply put, nearly all the members of the board have agreed upon a single matter. In terms of percentage, this is about 75% of the board agreeing to a single point.
For emphasis’s sake, if there are 30 members of the board, a decision can be finalized when about 25 to 27 of the members have agreed on a sole point suggested. However, this percentage can vary depending on the constitution of the company or its terms of agreement with partners or shareholders.
Unanimous resolution
A unanimous resolution is achieved when the entire board has agreed on a certain matter. If they are 20 members, then all 20 will have to agree on a motion before it can be made the board’s resolution.
However, this is also subject to the constitution of the company and the terms of agreement with the board and its partners. This form of resolution is easily the hardest to achieve since everyone on the board is entitled to a personal opinion — each holding their opinion firmly.
Why use a board resolution template
A board resolution template is a form used to document resolutions during board meetings.
This template makes it easier for any resolution to be documented and filed. It’s a standard created for documentation that improves efficiency in the process of documenting. As general templates would go, they are standardized and only require to be filled in. This saves the board secretary time that would otherwise be spent organizing and helps them focus on the main documenting process.
A board resolution template is useful in the following cases below:
- When the board needs to document the voting in of a new member. It could be a shareholder or a senior partner, for example.
- In some cases, even hiring new staff is a matter for a board resolution, and the template comes in handy.
- When the board makes a final decision about any matter pertinent to the growth and success of the company.
- When the company wants to sell its assets or is trying to acquire new ones. The sale of shares also falls under this purview.
Board resolution sample
Whereas, Company Name shall continue to operate and provide services to its community;
Whereas, the authority to contract with funding sources shall be 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 in relation to such agreement.
Approved: Date Location: Address
…..……………………………… ………………………………..
Name, Surname Name, Surname
President, Board of Directors Member, Board of Directors
………………………………….. ……………………………………..
Name, Surname Name, Surname
Member, Board of Directors Member, Board of Directors
Tips for creating a board resolution template
The following tips should be kept handy when creating a board resolution template.
- The resolution should be numbered, so your first template should ideally start with the “01” tag. Number all templates and use accordingly.
- Reserve a space for the resolution title — which is very important.
- Each paragraph should begin with “Whereas”.
- Create a space for the board chairman, CEO, and two or three board members to sign with their full names written below.
How does board management software help with template automation
When a template is ready, board management software can be used to improve efficiency and make the job of documenting easier than the template itself. A software-like task manager exclusive for board meetings and large organizations can automate the voting process that leads to a board resolution.
Members can vote virtually in most cases using their mobile phones with the board management app installed and the results sent to them. Resolutions like the venue or date for the next board meeting can be decided virtually with an automated voting process using a task manager having the virtual voting tool or resolution tool.
A task manager can help to keep track of the voting process or any other poll that leads to a resolution. It can also enforce commitment on the part of board members with a reminder feature and improve transparency in executing a resolution through regular updates sent across board members.
FAQ
What is a board resolution?
A board resolution is a formal document that records decisions and actions taken by the board of directors of a company or organization.
What types of decisions can be made through a board resolution?
Board resolutions can be used to make a variety of decisions, including approving financial transactions, hiring or firing executives, amending bylaws or articles of incorporation, and authorizing major contracts or projects.
Who can draft a board resolution?
A board resolution is typically drafted by the company’s secretary or legal counsel. However, any member of the board can propose a resolution for consideration.