←Home/Templates/Legal/Nonprofit Board Resolution Template

Nonprofit Board Resolution Template

Nonprofit Governance and Board Compliance Resource

Record formal board action with a nonprofit board resolution template. Include the organization name, meeting or written-consent date, a clear resolved clause, any dollar amount or officer authority granted, the vote result, and secretary certification so banks, the IRS, and counterparties can rely on the action. Use it for bank accounts, real estate, exemption filings, policy adoptions, and officer elections. This is not legal advice; notice, quorum, and written-consent rules come from your bylaws and state nonprofit law—confirm those requirements before you treat a draft as adopted.

Nonprofit Board Resolution Template form template preview

Key Benefits

State the action in a clear resolved clause
Record date, quorum, and vote or written consent
Name the officers authorized to sign
Attach exhibits (budget, policy, or contract)
Add a secretary certification banks will accept
File the signed resolution in the minute book

Common Use Cases

Opening or changing a nonprofit bank accountAuthorizing a Form 1023 or major grant applicationAdopting or amending a governance policyApproving a lease, sale, or loanElecting officers or filling a board vacancyWritten unanimous consents between meetings

Frequently Asked Questions

When do we need a resolution instead of ordinary minutes?
Minutes can record routine reports. Counterparties (banks, title companies, grantmakers) often want a standalone resolution that quotes the exact authority granted. Use a resolution whenever someone outside the board must rely on the vote.
Can we adopt a resolution by written consent?
If your bylaws and state law allow unanimous (or the stated majority) written consent, yes. The document should say it is a written consent in lieu of a meeting and include every required signature. Do not mix a meeting vote and a partial consent on the same action.
Who certifies the resolution?
Usually the secretary, sometimes with the chair. Banks often want a certification that the resolution is still in effect and that the named officers hold those offices. Keep a specimen signature list if the bank asks for one.
Does this template replace the bylaws?
No. Quorum, notice, and who may call a meeting are in the bylaws and state law. The template only records an action that was properly taken. This is not legal advice.

Checklist

Caption

Organization legal name, state of incorporation, and resolution title
Required

Match the articles. Number the resolution if you keep a sequential log.

Body

Optional whereas clauses stating why the action is needed

Keep recitals short. They are not a substitute for the resolved language.

Resolved clause stating the action, dollar limits, and any conditions
Required

Name the contract, bank, or policy. Attach it as an exhibit rather than paraphrasing a long document.

Authority

Officers authorized to sign and any dual-signature rule
Required

Use office titles plus current names so the bank can match IDs.

Adoption

Meeting date and type, or a written-consent legend
Required

State that notice and quorum satisfied the bylaws, or that all directors signed a consent.

Vote tally or unanimous-consent statement
Required

Record abstentions and recusals, especially on conflicted transactions.

Certification

Secretary certification, signature, and date (seal if you use one)
Required

Some banks also want the chair's signature. Keep a wet-ink or legally valid e-sign copy.

Records

Filed copy in the minute book and any copy sent to the bank or counterparty
Required

Note the exhibit list so later readers can find the attached contract or policy.