Sample board resolutions
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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: __________