Whether your organisation’s board meets every month or twice a year, it is important to document the outcome of your board meetings properly. What the board decides can have a significant effect on the future of the business, so the board resolution is a crucial document. That’s where a good board resolution template comes in. But first things first.
What is a Board Resolution?
The board resolution forms part of the board meeting minutes and is a document that accurately reports the decisions and the votes that boards of directors take. It is a formal document and is used to show the legally binding nature of the decisions within. The resolution also specifies the duties and roles of the corporate officers, and acts as proof of compliance, too.
In the UK, a company must keep the board resolution with the meeting minutes for a period of at least ten years from the date of the resolution, according to the Companies Act 2006. However, it is recommended to keep all resolutions, no matter how old. This way, the board can provide proof that it acted in good faith in case anyone questions its decisions or processes in the future.
Why Do You Need a Board Resolution Template?
As the resolution is a legally binding document, it is important to make sure it is entirely accurate and represents the true decision of the board and the reasoning behind it. This is why having a board resolution template is a good idea.
It means you can take advice from your legal team on the correct way to present the document and then use it for all resolutions in the future without having to worry about missing out on any important information.
A template also maintains consistency in your paperwork that makes it easier to find the relevant documents when you need them in the future.
When Does the Board Use Resolutions?
There should be a board resolution for all major decisions that affect the business, especially those votes that could cause debate in the future. The resolution acts as proof of what went on in the meeting and why the decisions occurred as they did. Actions that require board resolutions include:
- Purchasing intellectual property rights.
- Offering a loan to another business.
- Business expansion and acquisition.
- Workforce streamlining.
- Buying real estate on behalf of the business.
- Selling new shares.
- Appointing new board members.
The Board’s Role in Passing Resolutions
As the entire board remains liable for the decisions it takes, it is important that all members ensure it conducts itself in the correct way. Even if the decision goes against an individual director, he or she has responsibility for accepting the result and ratifying the majority decision.
The resolution should show that the company's board is working in the correct way and in what it truly believes is the best interest of the business.
Types of Board Resolutions
There are three main types of board resolutions:
| Type of Resolution | What it Involves |
|---|---|
| Ordinary Resolution | This is reserved for regular decisions and requires a majority to pass during the meeting. It may be to appoint new directors or to amend their powers and duties, for example. |
| Special Resolution | This is for major changes to the structure of the business, including changing the name and making changes to the Articles of Association. This will often require a majority of a certain size to pass, for example, it might need to be 75-25 in favour. |
| Written Resolution | This doesn’t need to take place at a meeting, but can be dealt with in writing. The above standards remain for majorities depending on whether it is an ordinary or special resolution. You might choose this course of action when the matter is time-sensitive or it is a straightforward topic that does not require much discussion. |
What Should Your Board Resolution Include?
Your board resolution should contain certain important information. The board resolution structure should look something like this:
- The date and the number of the resolution (to make it easier to find in the future).
- The company name.
- The title of the resolution.
- A statement of the board’s responsibility.
- A statement setting out the issue the board will address.
- The final resolution detailing the action the board has taken.
- The names of the directors and a space beside in which to write which way they voted.
- The signature and the date.
Download a Free Board Resolution Template
Click here to download a free board resolution template.
An alternative is to use a board portal like iBabs for all your board-related duties, including creating board resolutions. It is fast, efficient and, most importantly, secure. You can store the resolution in the cloud, always available to those who are authorised to view it. Board members can sign the resolution digitally, removing the need for printing documents and carrying them around.
Tips For Writing a Board Resolution Template
If you want to write a board resolution template for your business, you should follow these tips to help you produce the most effective document:
- Keep it as concise as possible. You don’t need any extra detail other than the matters at hand, the resolution to those issues and the administrative requirements such as signatures.
- Clarity is also key. Make sure it is completely clear what the board resolved and why they did so. This will provide context at a later date if anyone needs to go back and understand the intention of the board’s decision.
- Use formal language. This is a legal document and should be created in such a manner. It is sometimes suggested to begin the sentences that refer to the current state of the business with ‘whereas’, although this is not compulsory.
- Give the resolution a reference number so that it is easy to retrieve if needed in the future.
- Give the resolution a title that specifies exactly what its purpose is. This also helps locate the correct document in the future.
- Get legal advice. Ask a company lawyer to check over your board resolution template at the least, if not all resolutions you create. You need to ensure it features all the detail it needs to in order to perform its purpose as a corporate record.
- Note if the board of directors resolution is unanimously agreed or not. If not, add the voting decisions of each member to show the split.
- Use board management software to keep the document safe and secure in the cloud, as well as to make it easy to find when searching.
FAQs
When is a written resolution used?
There are a number of common reasons the board might wish to use a written resolution. It could be that the decision must be taken quickly, before the next meeting. Alternatively, the matter might not be of great importance and a written resolution avoids taking up valuable meeting time. Other reasons include if the result is understood to be a foregone conclusion or if all members have informally stated that they will vote for it.
What is a certified corporate resolution?
A certified corporate resolution is one that the company secretary verifies and the CEO approves. These are often presented to external agencies in order to approve actions. This might include opening a corporate bank account or to show that a non-board member has the backing to enter into an agreement with another business on behalf of the company, for example.
Does a board resolution need to be signed by all directors?
The CEO and other directors of the company should sign the board resolution once it is agreed.
Conclusion
Having a board resolution template means that you can easily create legally sound, consistent resolutions whenever the board makes a decision that affects the company. Clarity and brevity are key elements of the template, as is accuracy when adopting resolutions in a board meeting or accepting written resolutions. This is another aspect of the role of a board secretary that can be greatly improved through using board management software.
