Nonpofit Board Resolution: Templates, types, and best practices

Lack of documentation is one of the most costly governance risks in nonprofit organisations. 

If the resolution isn’t written, signed, and stored correctly, it doesn’t exist in the eyes of regulators and stakeholders.

To document meeting results seamlessly, be sure to rely on the use of board resolution templates. 

In this guide, you’ll find what every board leader needs to know: when to use a resolution, what to include, and how to keep the process simple with a sample board resolution.

By the end of the article, you’ll find out how to write a nonprofit board resolution.

What is a board resolution?

A board resolution is a documented final decision made during a meeting, recorded in the nonprofit board meeting minutes. 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. 

Once the directors decided on a matter, either through a formal vote or unanimous agreement, that decision is recorded in the meeting minutes as a board resolution.   

• Useful read: Check the article to learn how to run a nonprofit board meeting.

While resolutions function similarly across sectors, there are distinctions between corporate and nonprofit boards in both intent and scope. 

• Corporate board resolutions focus on fiduciary duties to shareholders, covering actions like issuing shares, authorizing executive compensation, or approving mergers. 
• Nonprofit board resolutions, in contrast, formalize decisions on program funding, governance changes, compliance with charitable regulations, or strategic planning tied to the organization’s purpose.

Regardless of context, board resolution is a formal document and a critical element of effective governance. They provide legal documentation of the board’s oversight, establish a transparent decision trail for auditors or regulators, and ensure continuity, especially as leadership changes over time. 

For nonprofits in particular, recorded resolutions support accountability to donors and grantmakers.

Types of board resolutions 

Recall that board resolutions arrive at the end of voting sessions. Each voting member present during the board meeting is entitled to a single vote, unless the organization’s bylaws specify otherwise. No member can vote twice on a particular matter or vote on behalf of an absent member unless the nonprofit board’s voting procedures permit this.

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 vote. 

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 on 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 with unanimous consent. If there are 20 members, then all 20 will have to agree on a motion before it can be made into 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. 

• Additional read: How to structure a nonprofit board meeting agenda.

When should a nonprofit use a board resolution?

A board resolution is useful in the following cases: 

• 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.

Other common situations include approving large expenditures, submitting grant applications to a government agency, amending bylaws or policies, or entering into long-term contracts and partnerships. In each case, a resolution helps formalize the board’s position and ensure the decision is properly recorded.

These decisions are typically made during official board meetings and recorded in the minutes. Depending on your jurisdiction and organizational type, you may also need to consider whether nonprofit board meetings are open to the public.

Ultimately, this level of documentation also supports consistent nonprofit board management, making it easier to stay compliant and maintain internal accountability.

Key elements of a nonprofit board resolution template

 Here’s what a well-structured nonprofit board resolution looks like.

1. Title, resolution number, and context

Start with a title “Resolution of the Board of Directors of [Organisation Name]” and assign it a unique identifier or number. When working within a board portal for a nonprofit or using a central archive, having resolutions properly indexed is non-negotiable.

Then come the “Whereas” clauses, where you explain the context. Write down what prompted the action, the facts behind it, and the authority the board has to act. In simple words, consider this a preamble that helps future readers understand why the resolution was necessary in the first place.

• Additional read: Discover the nonprofit governance best practices for structuring your resolution.

2. Statement of decision

The “Resolved, that…” statement outlines exactly what the board agreed to do. Whether the board is appointing a new treasurer, approving a large grant application, or authorizing a property purchase, the language should be concise and unambiguous. 

If there are multiple actions, separate them into individual resolutions: one decision per item is enough.

3. Signatures and board meeting date 

Depending on the bylaws, the board secretary or the chair can sign resolutions digitally. Give the date of the resolution being passed, the voting ratio (unanimous or majority), and the final vote result in case there is one. Such information adds legal strength when revisited during audits or even used as a defence in court.

4. Notes on formatting for IRS or audit readiness

While resolution is a formal legal record, it should still be easy to read. Use consistent formatting throughout the text, headings, and spacing, without vague or overly complex language. 

Define acronyms on first use and double-check that the final version is polished and professional.

• Pro tip: Keep all the board records centralized with the board management software for nonprofits that allows storing, tagging, and retrieving past resolutions in seconds. 

Want a ready-made resolution you can customize in board meeting minutes? Download our nonprofit board resolution template to automate manual processes and ensure formatting consistency.

Sample nonprofit board resolution

Let’s examine and elaborate on every section before moving to the sample.

• Title and resolution number. This formal header anchors the document and allows for tracking in internal systems. A unique resolution number also helps with indexing and retrieval.
• Whereas clauses. These opening lines explain the purpose and context. They establish why the resolution is being proposed and connect the board’s action to the organization’s mission or strategic direction.
• Resolved statements. This is the core action the board is approving. It should be clear, direct, and specific, authorizing an individual, allocating funds, or enacting a change. 
• Inclusion in meeting minutes. A brief line confirming that the resolution is to be entered into the official record helps reinforce accountability and provides a paper trail for future reference.
• Signatures and dates. Executed by the board secretary (and often the board chair), this final step validates the decision. Including the date confirms when the resolution was formally adopted.

Here’s the sample nonprofit board resolution.

This template is ready to use and easy to adapt for different types of board actions. Want to use this format?

• Download the editable Google Docs version
• Download as PDF

How do you write a nonprofit board resolution?

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 them accordingly. 
• Reserve a space for the resolution title, which is very important. 
• Each paragraph should begin with “Whereas”. 
• Create a space for the board chairperson, chief executive officer (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 are 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 a 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 to board members.

Key takeaways and resources

Board resolutions are essential to effective nonprofit governance. These legal documents record board decisions, clarify accountability, and support organizational transparency and compliance.

Use the following points to reinforce your internal processes:

• A board resolution formalizes decisions that carry legal, financial, or strategic weight.
• Nonprofit boards typically use resolutions to approve funding, appoint officers, amend bylaws, and authorize contracts.
• Resolution types: ordinary, special, and unanimous reflect different voting thresholds depending on the decision’s scope.
• A complete resolution includes a clear title, context (“Whereas” statements), action language (“Resolved” clause), signatures, and adoption date.
• Implementing templates and digital tools helps standardize your process, reduce compliance risks, and ensure consistency across meetings.

Looking to manage resolutions more efficiently? Use board management software for nonprofits to centralize documentation, automate workflows, and improve record accessibility.

Need a ready-to-use template? Download the nonprofit board resolution template in Google Docs or PDF to document board actions easily and more effectively.

FAQ

What is a nonprofit board resolution?

A nonprofit board resolution is a formal, written record of a decision made and approved by the board of directors. It outlines what the board agreed to, why the decision was made, and who is authorised to carry it out. Once signed and dated, it becomes part of the organisation’s official records.

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

Resolutions are used for decisions that carry legal, financial, or strategic weight, such as approving grants, appointing officers, amending bylaws, entering into contracts, or managing key assets. If it requires board approval and clear documentation, a resolution is typically the right format.

Who can draft a nonprofit board resolution?

The task of writing resolutions usually falls under the board secretary, executive director, or legal counsel. It can be anyone with a clear understanding of the issue. Most boards use a standard template to keep formatting consistent and avoid missing key elements.