A board resolution template is an official document made by the company’s Shareholders or Board of Directors for documenting decisions. The decisions can cover anything related to the affairs of the organization. When the Board of Directors has decided upon the resolution through a meeting, they write the board resolution that includes the details of the resolution.
When to use a board resolution template?
The board resolution format can be used if;
- During a board of directors meeting, you have to document a decision made.
- You have to write a decision made by the Shareholders of the company.
Board resolutions samples may include various actions such as;
- Voting for a new Board member
- The hiring of new company employees
- Selling shares of the company
- Purchasing a patent
- Other major decisions
The resolution acts as a compliant document. It provides the company a written record of the approved decisions.
Why do you create a board resolution template?
There are various reasons to make a board resolution format. Let us discuss below the most common reasons;
- A board resolution template is made to document the voting of a new board member.
- It is also created to document a decision which they made in one of the board meetings and a decision that the shareholders made.
- Companies make this document when they will hire new employees and when they want to sell some shares.
- The non-profit organization creates it to delegate funds to certain projects.
Who can create a board resolution template?
Before making any decisions about certain issues, companies should first ascertain that the substance of such issue needs consideration whether from the Shareholders or from the Board of Directors. The making of a board resolution template needs guidance from the constitutions of the company and its shareholders. For this, it is compulsory to consider the types of issues carefully. The Corporation Act of 2001 sets out specific matters that need specific kinds of resolutions. Furthermore, you should acquaint yourself with the types of resolutions needed by the Corporate Act on specific issues.
When to hold board resolutions?
In a Board of Director’s meeting, aboard resolution may pass. These meetings are usually held at least one time each year. But, in reality, they get called more frequently. By providing reasonable notice to the other members of the board, any of the board members can call a meeting. The caller should give an agenda so that the other members can prepare themselves for discussions.
There are some situations where members may not be able to personally attend the meeting. During the meeting, directors can vote one of their own to serve as the chairman for the meeting. The director will be in charge of the smooth flow of the meeting and the proper recording of all affairs.
It depends upon the company whether the chair’s voting right or not. This commonly occurs when you have an even-numbered quorum. The company’s constitution or the shareholder’s agreement set out the procedural matters required for a valid and effective board meeting.
What is the purpose of a board resolution?
The main purpose of a board resolution is to provide corporate officers a legal authority to make transfers of funds, allocate tasks, and bind all the officers to the decisions made by the corporate. Board resolution is mainly used in medium or large organizations.
Moreover, business resolution gives legal right to the officers that for new business dealings they can sign on behalf of the company and other daily operations. Now, smaller organizations are also using the board resolution to execute important decisions.
Types of board resolutions:
Each of the directors has a single vote while making a decision about the matters to place before the board of directors. Let us discuss the main types of resolutions made by the board;
Ordinary resolution
Ordinary resolution is an agreement of just more than half or 50% of the directors who attended the board meeting.
Special Resolution
The agreement of over half that is typically 75% of the directors who attended the meeting is referred as special resolution. Surely, the percentage value is completely negotiable. It is based on the terms written on the constitution of the company and the shareholders’ agreement.
Unanimous Resolution
The agreement of all the directors who attended the board meeting is referred as unanimous resolution. This indicates that 100% of those should be present in favor of the issue to pass. It is more difficult the issue to pass if more directors the issue requires to vote a single way.
How to write a board resolution template?
During writing this document, you should consider the following tips;
- While making the board resolution template, at the top of the page, place the date and the resolution number. You can use any number that suits you in case it’s the first resolution of the board. You just have to ensure that the succeeding numbers bear a consecutive number.
- The title of the resolution should about the issue for which you made the resolution.
- In the body of the resolution, make use of formal language. Keep in mind that this is a legal document. You should begin every paragraph with the word “Whereas.”
- After that, write out each important statement of the resolution. Again, remember that each paragraph should begin with the word “Whereas.”
- In the final statement of the resolution, state the final resolution or the decision which the Board has adopted. You have to write this statement in a clear and concise manner that everyone will understand.
- There will be a list of the board members who voted on the resolution at the bottom of the resolution. Also, place their names where they can indicate whether they voted “yes” or “no.” The resolution got approved when the majority of the board members voted “yes.”
- For the board president, don’t forget to assign a space where he signs and dates the document.
- Proofread the resolution before printing out the document and asking the authorized persons to sign. There shouldn’t be any spelling or grammatical errors as this is a formal and legal document.
In the running of a corporation, how resolutions are used?
The board resolutions are used in larger companies when it comes to effecting important decisions for the company. They use it to keep in line with the local jurisdiction and legislation. This legal documentation states that what the governing body is agreed on for the future of the company.
In addition, there would be a host of resolutions passed when a company is started. This way, the company has instructions for the business daily operations. To make this document legally binding under the law, they have the correct format and signatories. Here are the decisions that need a resolution to be binding;
- Decisions about the organization’s ownership
- Financial decisions that affect the company
- Major disagreements among the officers of the company
Conclusion:
In conclusion, a board resolution template is a formal document that includes something about an essential issue on company matters that the board wants to have documentation of. The company’s Shareholders on behalf of the company, the Board of Directors, or even a government entity are the people who create this document.
