How to Create Nonprofit Board Resolutions

What Goes Into a Board Resolution

A complete resolution typically includes: the organization's legal name; the date of the meeting or written consent; a short recital of the background ("WHEREAS" clauses are traditional but not required); the specific action being approved, stated clearly ("RESOLVED, that..."); the vote count, including any abstentions; and the signature of the secretary or another authorized officer certifying the resolution. Keep the language specific. "RESOLVED, that the organization open a checking account at First State Bank, with the Executive Director and Treasurer as authorized signers" tells a bank exactly what it needs; "RESOLVED, that the board approves banking arrangements" does not.

Common Resolutions a New Nonprofit Needs

• Opening a bank account, naming the bank and the authorized signers.
• Adopting the bylaws and conflict-of-interest policy, usually at the organizational meeting.
• Electing officers, naming who holds which position and for what term.
• Approving the annual budget, tying board oversight to the organization's actual finances.
• Authorizing a specific contract or lease, naming who can sign it on the organization's behalf.
• Approving executive or key-employee compensation, which should separately note that conflicted board members recused themselves, per your conflict-of-interest policy.
• Applying for 501(c)(3) status, authorizing a specific officer to sign and submit Form 1023 or Form 1023-EZ.

Resolution vs. Meeting Minutes

Minutes are the full written record of a meeting: who attended, what was discussed, and every motion and vote, in sequence. A resolution is narrower: a standalone statement of one approved action, sometimes drafted in advance of the meeting and simply adopted there, sometimes drafted afterward to formalize what the minutes already describe. Many organizations keep both, referencing the resolution inside the minutes ("the board adopted the attached resolution authorizing...") while also filing the resolution itself as its own document, since a bank or vendor usually wants the resolution alone, not your full minutes.

Using Written Consent Instead of a Meeting

Most states allow a nonprofit's board to take action by unanimous written consent instead of convening a meeting, as long as every director entitled to vote signs the consent and it's kept with the organization's permanent records. This is common for routine or time-sensitive decisions, like approving a standard resolution between regularly scheduled meetings, where gathering the full board for a meeting isn't practical. A written consent should state the resolution exactly as it would appear if adopted at a meeting, so it serves the same evidentiary purpose.

Step 1: Draft the Resolution Before the Meeting

Rather than writing resolutions live during the meeting, prepare the specific language in advance for anything you already know the board needs to approve. This speeds up the meeting itself and reduces the chance of vague or incomplete language making it into the final record.

Step 2: Present, Discuss, and Vote

Introduce the resolution, allow discussion, and call the vote following whatever quorum and approval-threshold rules your bylaws set. If any board member has a conflict of interest in the matter, follow your conflict-of-interest policy's recusal process before the vote, and note the recusal in the record.

Step 3: Finalize and Sign

Once adopted, the secretary (or another authorized officer) finalizes the resolution's exact wording, records the vote count, and signs it certifying that it accurately reflects what the board approved. If adopted by written consent instead, every voting director signs the consent itself.

Step 4: File It With Your Permanent Records

Keep the signed resolution with your organization's minute book or records, alongside your bylaws, articles of incorporation, and conflict-of-interest disclosures. This is the document you'll produce again when a bank, grantmaker, or new board member asks to see proof of a specific past decision.

Vague Resolutions Create Problems Later

A resolution that says the board "approved moving forward with the lease" without naming the landlord, the term, or who can sign leaves ambiguity that surfaces later, often right when a bank or landlord is asking for exactly those details. Write resolutions specific enough to stand alone, years after the meeting that adopted them.

Keep a Resolution Template for Recurring Decisions

If your board regularly approves similar actions, a new signer on the bank account, an annual budget, a lease renewal, keep a consistent template for that resolution type so the format and level of detail don't drift from one year to the next.

Don't Backfill Resolutions After the Fact

A resolution is meant to document a decision as it's made, not to be drafted months later to paper over something the board already did informally. If you realize a past decision was never properly documented, have the board ratify it now, with that timeline noted honestly in the resolution, rather than dating it to look contemporaneous.

This Is Not Legal Advice

What your specific bylaws or state's nonprofit corporation law require for valid board action, quorum, and written consent varies. Talk to a nonprofit attorney if you're unsure whether a particular resolution needs a higher vote threshold or member approval in addition to the board's.