Used by board administrators, corporate secretaries, nonprofits, and financial institutions across North America, this board resolution template provides a clear, structured format for documenting board decisions.
This template is for you if you’re a:
- Board administrator or corporate secretary at a US or Canadian organization drafting resolutions for the board
- Executive director at a nonprofit navigating state or provincial compliance requirements
- Credit union, cooperative, or financial institution manager preparing resolutions for banking or regulatory use
- New board member or officer who needs a compliant starting point fast
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When Do You Need a Board Resolution?
Board resolutions are required whenever a board needs to formalize or document a decision. While requirements differ between organizations, jurisdictions, and entity types, the following are the most common scenarios across US and Canadian boards.
Financial & Banking Decisions
- Opening or changing a bank account. Banks in both the US and Canada typically require a board resolution to confirm authorized signatories before opening an account or changing signing authority.
- Approving loans or major financial commitments. Boards typically approve borrowing arrangements, credit facilities, and large expenditures through formal resolutions.
- Approving annual financial statements. Many boards pass a resolution to formally approve audited financial statements prior to filing with regulators (IRS Form 990 in the US, CRA filings in Canada) or distribution to members.
- Approving executive compensation. Boards often formally approve compensation packages, bonuses, or incentive plans through documented resolutions, particularly for nonprofit organizations where compensation decisions are subject to regulatory and donor scrutiny.
Governance & Leadership Decisions
- Appointing or removing officers. Organizations use resolutions to formally document leadership changes such as appointing a CEO, CFO, treasurer, corporate secretary, or board chair.
- Authorizing signing authority. A resolution may define who can sign contracts, approve expenses, or execute agreements on behalf of the organization.
- Authorizing contracts above a threshold. Organizations often establish a dollar threshold (for example, $50,000 or $100,000) requiring board approval for major vendor agreements or partnerships.
Structural & Strategic Decisions
- Amending bylaws. Bylaw amendments typically require a special resolution. Thresholds vary by jurisdiction: two-thirds of votes cast is common under the CBCA, ONCA, CNCA, and BC Societies Act in Canada, while US requirements range from a majority of outstanding voting power to two-thirds for nonprofit fundamental actions in states like Texas.
- Approving mergers, acquisitions, or dissolutions. Major structural decisions require formal board authorization in every jurisdiction, and many require a government filing (see Step 8).
- Issuing shares or changing share structure. Corporate governance decisions involving ownership or equity must be approved by resolution, and typically require a Secretary of State filing (US) or Corporations Canada filing.
Using a board resolution template helps create consistency across these scenarios, reduces administrative burden, and ensures you don’t miss jurisdiction-specific compliance elements.
Types of Board Resolutions
There are several types of board resolutions. Depending on what level of approval is required and how the decision is made, different types apply to different scenarios. Understanding the differences helps ensure your resolution is legally valid in both US and Canadian jurisdictions.
Ordinary Resolution
An ordinary resolution is passed by a simple majority (50% + 1) of directors present at a meeting where quorum is established. This is the most common type of resolution and is typically used for routine governance matters, such as approving contracts, appointing officers, or authorizing expenditures. Because these decisions are operational rather than structural, a simple majority is sufficient in both US and Canadian practice.
Quorum refers to the minimum number of directors required to be present for the board to conduct business legally. This threshold is typically defined in the organization’s bylaws or governing legislation. In most jurisdictions, quorum defaults to a majority of directors, but specific bylaws can set a higher or lower threshold within statutory limits.
Ordinary resolutions are typically used for routine governance matters such as:
- Approving contracts
- Appointing officers
- Approving budgets
- Authorizing expenditures
Special Resolution
A special resolution requires a supermajority vote and is typically used for significant organizational changes such as amending bylaws, approving mergers and acquisitions, dissolving the organization, or making major governance changes. Because these decisions have long-term implications, higher approval thresholds help ensure broad consensus.
Requirements vary by jurisdiction and organization type:
United States
- Delaware corporations: A majority of the outstanding voting power is required for most charter amendments. A separate class vote may be required for amendments affecting a particular class of shares.
- California nonprofits: Bylaw amendments may require both board and member approval if the change materially affects member voting or transfer rights.
- New York nonprofits: Certain fundamental changes require Attorney General approval or notice in addition to member approval.
- Texas nonprofits: Two-thirds of votes cast at a members’ meeting is required for fundamental actions like mergers, conversions, dissolution, or certificate amendments.
Canada
- Canada Business Corporations Act (CBCA): Two-thirds of votes cast.
- Ontario Not-for-Profit Corporations Act (ONCA): Typically two-thirds approval for fundamental changes.
- BC Societies Act: Two-thirds of votes cast at a meeting.
- Canada Not-for-profit Corporations Act (CNCA): Two-thirds of votes cast for member special resolutions.
Unanimous Written Resolution (Consent Resolution)
A unanimous written resolution allows directors to approve a decision without holding a formal meeting. Instead, the directors sign a written document. Rules on whether the resolution must be truly unanimous, or whether a meeting-equivalent threshold is sufficient, vary significantly by jurisdiction.
United States
- Delaware corporations: Written consent requires only the minimum number of votes that would be needed at a meeting, and it does not need to be unanimous. Consents must be delivered within 60 days of the first signature.
- Model Business Corporation Act states (~30 states): Director written consent must be unanimous unless the articles or bylaws expressly permit less-than-unanimous consent.
- California nonprofits: Board written consent must be unanimous among all directors then in office. Electronic signatures are permitted.
- New York nonprofits: Member and director written consent must be unanimous. A 2022 amendment expanded permitted methods beyond email to include board portals and other electronic means.
- Texas nonprofits: Written consent is permitted only if the certificate of formation or bylaws authorize it. The threshold equals the number of directors needed at a meeting, which is often a majority, not necessarily unanimous.
Canada
- CBCA: Must be signed by all directors entitled to vote.
- ONCA: All directors must sign a written resolution outside a meeting. Note: ONCA prohibits conducting a board meeting by email because participants cannot communicate simultaneously, but email can still be used to circulate a written resolution for individual director signatures.
- BC Societies Act: Written special resolutions outside a meeting require unanimous consent of directors.
- CNCA: Written member resolutions require signatures from all members entitled to vote.
Circulating Resolution
A circulating resolution is distributed to all directors outside of a formal meeting. Directors review and sign the document individually.
In the United States, electronic circulation is widely permitted under the federal ESIGN Act and state-level UETA (adopted in 49 states, DC, and most territories). The specific rules on whether consent must be unanimous or meeting-equivalent track the Unanimous Written Resolution rules above.
In Canada, circulating resolutions under the CBCA, ONCA, CNCA, and BC Societies Act generally require all directors to sign. Canadian practice often includes specific statutory closing language to confirm the resolution is as valid as if passed at a meeting.
Using a board resolution template with both US and Canadian compliance elements helps ensure the correct format and legal language are included regardless of which jurisdiction applies.
How to Write a Board Resolution (Step-by-Step)
Writing a board resolution doesn’t need to be complicated. Follow these eight steps to create a clear, compliant document for your organization. Keep in mind that specific requirements differ between US states and Canadian jurisdictions, and between for-profit corporations and nonprofits.
1. Identify the Purpose and Type of Resolution
Start by determining what decision the board needs to approve and whether it requires an ordinary resolution, a special resolution, or written consent outside a meeting. Routine matters like opening a bank account typically require an ordinary resolution, while structural changes like amending bylaws or approving a merger typically require a special resolution.
The specific threshold depends on your jurisdiction:
United States
- Delaware corporations: Most charter amendments require a majority of outstanding voting power.
- California nonprofits: May require both board and member approval for material bylaw changes.
- Texas nonprofits: Two-thirds of votes cast for fundamental actions like mergers, dissolutions, or certificate amendments.
- MBCA states (~30 states): Director action by written consent defaults to unanimous unless the bylaws expressly allow otherwise.
Canada
- CBCA: A special resolution requires two-thirds of votes cast at a members’ meeting.
- ONCA: Generally requires two-thirds approval for fundamental changes.
- BC Societies Act: Two-thirds of votes cast for special resolutions at a meeting (lowered from 75% in November 2016).
- CNCA: Two-thirds threshold for member special resolutions.
2. Draft the Resolution Language
Keep language clear and specific, avoiding unnecessary legal jargon. You can use Aprio’s free board resolution template as your starting point. It includes US and Canadian compliance elements in a single document, so you can select the section that applies to your organization and customize from there.
3. Include Basic Information
Make sure the document includes the organization name, resolution date, meeting reference (if applicable), and resolution title. This information helps the resolution remain easy to locate later and allows third parties (banks, auditors, regulators, and counsel) to confirm its validity.
4. Add “WHEREAS” Statements
WHEREAS statements provide background context for the decision. You may include multiple WHEREAS statements, each describing a relevant factor such as a regulatory requirement, a commercial rationale, a precedent resolution, or a stakeholder consultation. Keep them concise and factual. This convention is standard in both US and Canadian practice, though some modern US practitioners now use a plain-English “Background” section in place of WHEREAS language for internal resolutions.
5. Add the “RESOLVED” Clause
The RESOLVED clause contains the actual decision being approved. This section should clearly describe what is authorized, including any limits, thresholds, or conditions. For example, the clause may authorize signing authority up to a stated dollar threshold, approve a specific financial commitment, or appoint an officer for a defined term. Precise RESOLVED language protects the organization if the resolution is later relied on by banks, counterparties, or auditors.
6. Include the Proper Certification Block
Every resolution should end with language certifying that the resolution was duly adopted and remains in effect. The exact format depends on jurisdiction.
United States: Secretary’s Certificate
Canada: Statutory Closing Language
7. Present for Vote or Circulate
Indicate either that the resolution will be voted on during a meeting, or circulated for written consent outside a meeting. The rules for each path differ significantly by jurisdiction.
Voting at a meeting. Quorum must be present before any vote is valid. Quorum is typically defined in the organization’s bylaws (most commonly a majority of directors), and the approval threshold depends on whether the resolution is ordinary (50% + 1) or special (two-thirds or higher). Before voting on any resolution, confirm a valid quorum is present.
Written consent outside a meeting is where US and Canadian rules diverge most sharply:
United States
- Delaware for-profit corporations: Consent requires only the minimum votes needed at a meeting, not unanimous. Corporations can opt out of written consent in the certificate of incorporation.
- MBCA default states (~30 states): Director written consent must be unanimous.
- California nonprofits: Board written consent must be unanimous among directors then in office.
- New York nonprofits: Unanimous consent required; a 2022 amendment allows consent by email or other electronic means including board portals.
- Texas nonprofits: Permitted only if authorized in the certificate of formation or bylaws; threshold equals the number needed at a meeting.
Canada
- CBCA: All directors entitled to vote must sign.
- ONCA: All directors must sign. Email may be used to circulate for signature, but email cannot be the platform of a live meeting.
- BC Societies Act: Written special resolutions require unanimous consent; in-meeting special resolutions require two-thirds.
- CNCA: Written member resolutions require unanimous consent; in-meeting special resolutions require two-thirds.
8. Collect Signatures and File
Collect the required signatures and store the resolution in the organization’s governance records. Most resolutions are internal documents, but some require filing with a government authority.
What requires a filing.
United States
Canada
What stays internal. Routine resolutions like approving budgets, authorizing contracts, appointing officers, approving financial statements are internal corporate records in both the US and Canada. Store them with the board minutes and in your organization’s board portal. Banks and counterparties will often request a Secretary’s Certificate (US) or certified extract (Canada) as evidence of authorization when a routine resolution affects them, but the resolution itself is not filed with any government agency.
How Aprio Handles Board Resolutions
Managing board resolutions manually often involves email chains, multiple document versions, and tracking down signatures across time zones. This creates version control issues, delays, and compliance risks, particularly for organizations operating across US and Canadian jurisdictions where different signature rules apply.
Board portal software helps streamline the process by centralizing everything in one secure location. With Aprio, administrators can draft and share resolutions directly with directors, track approvals, and maintain a clear audit trail of decisions. Directors receive notifications, review documents, and provide approvals without needing to manage attachments or search through inboxes.
See how Aprio manages board resolutions for 500+ organizations across North America.
Aprio supports the full lifecycle of board resolutions, from drafting and circulation to approval and archival. Resolutions can be securely shared with directors, updated with version control, and approved through structured workflows. Electronic signatures are captured in compliance with ESIGN/UETA in the US and the CBCA, ONCA, CNCA, and BC Societies Act in Canada. Once finalized, documents are automatically stored and searchable, creating a reliable governance record that’s easy to reference later.
For board administrators, Aprio reduces workload and removes the uncertainty of manual processes. For directors, whether they sit on a US nonprofit board, a Canadian credit union board, or a multi-jurisdictional corporate board, it makes reviewing and approving resolutions faster and simpler.
Frequently Asked Questions
What is a board resolution?
A board resolution is a formal decision made by a board of directors and documented in writing. It authorizes specific actions and serves as an official governance record. Organizations in both the US and Canada use board resolutions to document approvals and demonstrate authorization to third parties such as banks, regulators, and auditors.
How do you write a board resolution?
Identify the purpose of the decision, then draft WHEREAS statements for context and RESOLVED clauses for the decision itself. Include the organization’s name, date, and required signatures. Close with a Secretary’s Certificate (US) or statutory closing language (Canada) confirming the resolution was duly adopted. Using a board resolution template ensures consistency and compliance across jurisdictions.
When is a board resolution required?
Board resolutions are commonly required for opening bank accounts, appointing officers, approving loans, amending bylaws, issuing shares, approving mergers, or authorizing major contracts. Any significant governance decision may require a formal resolution, and specific triggers vary by jurisdiction and organization type. Nonprofits in particular often face more formal resolution requirements than similarly sized for-profits because their governance is subject to additional state or provincial oversight.
Do board resolutions need to be signed by all directors?
It depends on the jurisdiction and whether the resolution is passed at a meeting or by written consent outside a meeting.
At a meeting, resolutions generally require only the approval threshold (50% + 1 for ordinary, two-thirds or higher for special) among directors present once quorum is established, not unanimous consent.
Written consent outside a meeting diverges sharply:
United States
- Delaware for-profit corporations: Only the minimum votes needed at a meeting are required, not unanimous, unless the certificate of incorporation says otherwise.
- MBCA-based US states (~30 states): Unanimous director consent is required.
- California and New York nonprofits: Unanimous consent required. New York explicitly permits email or other electronic means under a 2022 amendment to its Not-for-Profit Corporation Law.
- Texas nonprofits: Governing documents must expressly authorize written consent; the threshold equals the meeting vote (often a majority).
Canada
- CBCA, ONCA, CNCA, and the BC Societies Act: All directors entitled to vote must sign a written resolution outside a meeting.
Can board resolutions be signed electronically?
Yes, in virtually every US and Canadian jurisdiction. In the US, the federal ESIGN Act and state-level UETA (adopted by 49 states, DC, and most US territories) confirm that electronic signatures have the same legal effect as wet-ink signatures for board resolutions. New York has an equivalent statute, the Electronic Signatures and Records Act (ESRA). A 2022 amendment to New York’s Not-for-Profit Corporation Law explicitly expanded permitted electronic methods beyond email to include board portals and other platforms.
In Canada, the CBCA, ONCA, CNCA, and the BC Societies Act all permit electronic signatures on board resolutions. Some organizations’ bylaws or their banks’ internal policies may still require original signatures for specific documents, so check your governing documents and any third-party requirements before assuming electronic is sufficient.
Is a board resolution legally binding?
Yes. Once properly approved and documented, a board resolution becomes legally binding on the organization. It serves as formal authorization and may be relied on by banks, regulators, auditors, and other third parties. Courts in both the US and Canada have consistently upheld properly adopted resolutions as binding corporate acts.
What is a Secretary’s Certificate, and when is one required?
A Secretary’s Certificate is a document signed by the corporate secretary attesting that a specific resolution was duly adopted by the board, that quorum was present, and that the resolution remains in effect. Banks, lenders, counterparties, and auditors in the US routinely request a Secretary’s Certificate as evidence of authorization, typically when the organization opens an account, signs a financing agreement, or closes a major transaction. In Canada, the equivalent is usually called a “certified extract” or “statutory declaration.” These are separate documents from the resolution itself: the resolution records the decision; the certificate attests to its validity for third parties.
What happens if one director has a conflict of interest?
In both the US and Canada, a conflicted director is generally excluded from the vote on the conflicted matter. Under California and Delaware corporate law, the interested director must disclose the conflict, refrain from voting, and allow the remaining directors to approve the transaction based on a fairness review. Under the CBCA, similar conflict-of-interest procedures apply — disclosure, non-participation in the vote, and an arm’s-length approval process protect both the resolution and the directors personally. For written consent resolutions, a conflicted director may abstain without invalidating the resolution, provided the remaining directors meet the applicable approval threshold.
Which resolutions require a government filing?
Most board resolutions are internal documents that do not require any government filing. Filings are required only for specific categories:
- Charter or articles amendments — filed with the Secretary of State (US) or Corporations Canada / provincial registrar (Canada).
- Dissolution — filed as a Certificate of Dissolution (US) or articles of dissolution (Canada). California nonprofits need an Attorney General waiver letter before the Secretary of State will accept the filing.
- Mergers, conversions, and continuances — filed as Articles of Merger or equivalent.
- BC Societies Act special resolutions that change a society’s constitution or bylaws — filed with the BC Registrar of Companies.
- ONCA articles amendments — filed with the Ontario Ministry of Public and Business Service Delivery.
Routine resolutions (budgets, officer appointments, contract authorizations, financial statement approvals) remain internal corporate records in both the US and Canada. Store them with the board minutes and in your organization’s board portal.
