Template · Governance
Sample board resolutions
Wording for common board decisions: opening a bank account, naming signers, adopting a policy, approving a budget or contract, and acting by written consent.
The Word file opens in Microsoft Word, Google Docs, Pages and LibreOffice. Reviewed October 21, 2026.
A resolution is a formal decision of the board, written down in the minutes. Banks, landlords, funders, auditors and state agencies often ask for "a copy of the board resolution" before they'll act. These samples give you clear wording for the decisions small charities make most often. Copy the ones you need into the minutes of the meeting where the board votes. Our board minutes template shows where they go.
These are examples only. Your bylaws and your state's nonprofit corporation law govern who can make each decision, how many directors must be present, and how votes are taken. Where they differ from these samples, follow them. For a significant contract, lease, loan or property deal, have a lawyer review the resolution and the documents it approves.
Acting between meetings. Sometimes a decision can't wait for the next meeting. Whether the board can act without a meeting, and how, depends on your state's law and your bylaws. New York's law, for example, says that unless the certificate of incorporation or bylaws say otherwise, "any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting" if all members consent in writing or electronically, and the resolution and consents are filed with the minutes. Check your state's law and your bylaws before you use the written consent form at the end. Our bylaws template covers both meetings and written consent.
How to adapt it
- Use only what you need, and fill in every bracket.
- Match your bylaws. Use the officer titles, quorum and voting rules your bylaws set.
- Name roles, and people where the bank asks for them. Banks usually want named signers; policies are better written with roles.
- Separate money duties. New York's Attorney General advises that a charity's procedures "should ensure that no single individual is responsible for receiving, recording and depositing funds, and writing and signing checks." The two-signer line in resolution 1 is one way to support that. The same guidance recommends reports comparing actual income and spending to the budget "at least quarterly, preferably monthly."
- Record the vote in the minutes: who moved, the vote count, and anyone who abstained or left because of a conflict of interest.
- Have the secretary certify a copy when an outside party asks for one, using the certificate at the end.
- Delete the notes in brackets before you finalize.
Preview
Sample board resolutions
[ORGANIZATION NAME]
1. Opening a bank account and naming signers
RESOLVED, that [ORGANIZATION NAME] open [a checking account / a savings account] in its name with [BANK NAME], using the organization's employer identification number;
RESOLVED, that the following people are authorized to sign checks and approve payments on the account: [NAME, TITLE], [NAME, TITLE] and [NAME, TITLE];
RESOLVED, that any payment over $[AMOUNT] requires the approval of two authorized signers; and
RESOLVED, that [TITLE] is authorized to sign the bank's account documents and give the bank a copy of these resolutions.
2. Changing bank signers
RESOLVED, that [NAME, FORMER TITLE] is removed as an authorized signer on all accounts of [ORGANIZATION NAME], effective [DATE];
RESOLVED, that [NAME, TITLE] is added as an authorized signer on all accounts of [ORGANIZATION NAME], effective [DATE]; and
RESOLVED, that [TITLE] is authorized to give the bank a copy of these resolutions and complete its forms.
3. Adopting a policy
RESOLVED, that the board adopts the [NAME OF POLICY, FOR EXAMPLE "CONFLICT OF INTEREST POLICY"] presented at this meeting, effective [DATE], and directs the [TITLE] to give a copy to [WHO MUST RECEIVE IT] and keep it with the organization's records.
4. Approving the annual budget
RESOLVED, that the board approves the operating budget for the fiscal year [START DATE] to [END DATE], showing total income of $[AMOUNT] and total expenses of $[AMOUNT], as presented at this meeting; and
RESOLVED, that the [TREASURER / EXECUTIVE DIRECTOR] will report actual income and expenses against this budget to the board at least [MONTHLY / QUARTERLY].
5. Authorizing a contract or lease
RESOLVED, that [ORGANIZATION NAME] enter into a [CONTRACT / LEASE] with [OTHER PARTY] for [DESCRIPTION], for a term of [TERM] and a total cost of up to $[AMOUNT], on substantially the terms presented at this meeting;
RESOLVED, that the board has considered whether any director or officer has a financial interest in this [CONTRACT / LEASE], and [NO DIRECTOR OR OFFICER HAS SUCH AN INTEREST / THE INTERESTED DIRECTOR DISCLOSED THE INTEREST AND DID NOT TAKE PART IN THE DISCUSSION OR VOTE]; and
RESOLVED, that [TITLE] is authorized to sign the [CONTRACT / LEASE] on behalf of [ORGANIZATION NAME].
6. Accepting a grant
RESOLVED, that [ORGANIZATION NAME] accept a grant of $[AMOUNT] from [FUNDER] for [PURPOSE], on the terms of the grant agreement presented at this meeting; and
RESOLVED, that [TITLE] is authorized to sign the grant agreement and the reports it requires.
7. Electing officers
RESOLVED, that the following directors are elected to serve as officers of [ORGANIZATION NAME] for a term ending [DATE], or until their successors are elected:
- Chair or President: [NAME]
- Vice Chair or Vice President: [NAME]
- Secretary: [NAME]
- Treasurer: [NAME]
8. Action by unanimous written consent (without a meeting)
[Use only if your state's law and your bylaws allow it, and follow any rules they set on how consent is given. Under New York's law, for example, every director must consent, in writing or electronically.]
The undersigned, being all of the directors of [ORGANIZATION NAME], consent to the following action without a meeting:
RESOLVED, that [TEXT OF THE RESOLUTION].
This consent may be signed in counterparts and given electronically. It will be filed with the minutes of the board.
| Director | Signature or electronic consent | Date |
|---|---|---|
| [NAME] | ||
| [NAME] | ||
| [NAME] |
Secretary's certificate
I, [NAME], certify that I am the Secretary of [ORGANIZATION NAME], and that the resolution(s) above were adopted by the Board of Directors on [DATE] [at a meeting at which a quorum was present / by unanimous written consent], and have not been changed or withdrawn.
Signature: ____________________ Date: __________
General information. Not legal, tax or financial advice. Rules change and every situation is different, so check the official sources and talk to a qualified professional before you act. More about this.
Keep going
- TemplateBylaws for a small nonprofitStarter bylaws for a small US public charity with a volunteer board and no members. Edit the blanks, then have a lawyer in your state review them.
- GuideBoard officers: chair, vice chair, secretary and treasurerWhat each board officer does, what state law and your bylaws usually require, who can hold two offices, and how long officers should serve.
- Founder pathwayForming your charity legallyChoose a name, incorporate in your state, adopt bylaws, get a free EIN and apply to the IRS for 501(c)(3) status on Form 1023 or 1023-EZ.
- Founder toolBoard recruitment plannerSee which skills your board has, which it's missing, and where to find them.
Sources
Checked on October 21, 2026. Rules and fees change, so follow the links for the current version.
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