When you hear of a company written board resolution for the first time, this can be intimidating, due to the formal language. It is actually commonly used in the commonwealth. In fact, once you get to know its meaning, that it's basically important components created by the board for important issues, they are very easy to write. Before getting started drafting your own board written resolutions, take a look at this sample resolution, or any of the other written resolutions, that are available on this website to get an idea of the format and the language. A few people working together will be able to write one up in a short period of time.
What is a Written Resolution?
There are commonly 2 types of formal written board resolutions. A board resolution can be an ordinary or a special resolution. The latter one is a resolution that is passed in writing, rather than at a general meeting where each member casts their vote(s) in person or by proxy. It can also be created by a sole shareholder.
Why do Company Boards write resolutions?
Make sure that the board members and the board president sign and date the resolution. It’s a legal document just like the meeting minutes. A sole shareholder, or a board, write resolutions, or are created by the company secretary, and are also sometimes called 'Corporate Resolutions', and are formal documents that make a statement about an issue that is important for the company. Often so important, that the company board wants to have a record of it. A resolution is a document that stands as a record if compliance comes into question. A written resolution needs to be signed by all directors. Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be physically present at a board meeting. The decisions of the Directors that were documented by a written resolution must be unanimous. All eligible directors must either sign copies of the written resolution or otherwise agree to it in writing. Understanding better how resolutions are written should take any intimidation out of the process. Once you get started, you’ll find that it’s actually pretty easy and you’ll probably enjoy it. Remember to review this written resolution template, or any other similar ones, that were written by boards for similar purposes.
How to Write a Board Resolution?
- When you have to prepare the board resolutions for a company, consider the format of the resolution. It starts with mentioning the name of the company in the title. Also by putting the date and resolution number at the top. If it’s the first board resolution, you can start providing unique numbers according to your own company standards. Consider using something like 0001 and then giving all future resolutions a consecutive number.
- Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas. The first sentence should reference the board’s responsibility. For example, “Whereas it is the responsibility of the Board to designate funds for a specific purpose.”
- Make sure to present a clear title of the resolution that explains the core of the issue that you want to document. For example, “Resolution to Designate Budget of the Event to the Marketing Budget.”
- Continue writing out each important statement of the resolution, beginning each paragraph with whereas.
- The last statement of the resolution should state the final resolution, which is the action that the board took. For example, “Now, therefore be it resolved to designate the funds of the Event Fundraiser to the Marketing Budget.”
- The bottom of the resolution should list the names of the board members voting on the resolution and spaces adjacent to their names where they can indicate a “Yes” / “No” vote. Obviously, the resolution is approved when the majority of the board members vote “Yes.”
- There should also be enough space for the board president to sign and date the resolution.
Who Creates a Board Resolution?
A resolution can be made by a corporation’s board of directors, shareholders on behalf of a corporation, a non-profit board of directors, or a government entity. The length of the resolution isn’t important. It only needs to be as long as what you need to say. Find a good template to help you get started, but keep it flexible enough to serve the true purpose of the resolution.
This is a good example of a corporate resolution that is written out. Have a look at this example of a recent Written Resolution by a Hong Kong company secretary now.
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