Board Resolution Template for Nonprofits: 14 Free Examples

A board resolution is a formal written record of a decision made by a nonprofit’s board of directors. Banks, lenders, funders, auditors and the IRS ask for one when they need proof that the board approved something: opening a bank account, naming who can sign, approving the executive director’s pay, adopting a policy, borrowing money or dissolving. Below are 14 nonprofit-specific templates you can copy, the rules for adopting a resolution at a meeting or by unanimous written consent, and the IRS documentation rules that decide what the record must contain. All 14 templates are in the free Word download.

When a nonprofit needs a board resolution

Strictly, every decision the board makes is a resolution, recorded in the minutes. A separate, signed resolution document is needed when someone outside the board wants evidence of a particular decision. The common cases:

What the board must approve, and what it can delegate to officers or staff, depends on your state’s nonprofit corporation law and your bylaws. A sensible rule is that anything that commits the organization to a large or long-term obligation, changes who controls its money, or changes its governing documents goes to the board.

How to write a board resolution

A resolution has four parts:

1. A heading: the organization’s legal name, the type of corporation and state, a number and the date. Use the exact name on your articles of incorporation; banks reject resolutions with the wrong name.
2. “Whereas” clauses (optional): the background and the facts the board relied on. Keep them short, but include anything you might later need to show, such as the comparability data behind a pay decision.
3. “Resolved” clauses: exactly what is approved, with amounts, dates, names and limits. Write them so a stranger could act on them without asking what you meant.
4. A certification: the secretary signs to confirm the resolution was properly adopted, at a meeting with a quorum or by written consent, and has not been revoked.

“Whereas” and “resolved” are traditional, not required. Plain English (“The board approves…”) is legally just as good, and some boards prefer it. What matters is that the decision is clear and the record shows it was properly made.

14 board resolution templates

Replace everything in square brackets. Each template assumes the resolution is adopted at a meeting and certified by the secretary; for action without a meeting, use the unanimous written consent wrapper in the fourth template. The heading for each is: RESOLUTION OF THE BOARD OF DIRECTORS OF [ORGANIZATION NAME], a [State] nonprofit corporation.

General resolution (any decision)

Resolution number: [YYYY-NN]

Adopted at a [regular / special] meeting held on [date], at which a quorum was present.

WHEREAS, [one or two sentences of background: why the decision is needed];

WHEREAS, [any further fact the board relied on, such as a report, quote or recommendation];

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors [states exactly what is approved, with amounts, dates and parties];

FURTHER RESOLVED, that [name or title] is authorized to sign any documents and take any actions needed to carry out this resolution.

Votes: [number] in favor, [number] against, [number] abstaining. Directors who declared a conflict and left the room: [names or none].

Certified by: …………… [Name], Secretary Date: ……………

Banking resolution (opening an account and naming signers)

RESOLVED, that the corporation open [a checking / savings / money market] account with [Bank name] (the “Bank”), and that the Bank’s standard account agreement and resolution form be adopted as if set out in full;

FURTHER RESOLVED, that the following officers are authorized signers on the account: [Name, title]; [Name, title]; [Name, title];

FURTHER RESOLVED, that checks and withdrawals over $[amount] require the signatures of two authorized signers;

FURTHER RESOLVED, that [title] may give the Bank instructions on online banking access, and that these authorities remain in force until the Bank receives written notice of a change.

Certified by the Secretary, who confirms that the resolution was adopted on [date] and has not been revoked.

Changing bank signers

RESOLVED, that [Name, former title] is removed as an authorized signer on all accounts of the corporation with [Bank name], effective [date];

FURTHER RESOLVED, that [Name, new title] is added as an authorized signer on those accounts, effective [date];

FURTHER RESOLVED, that the Secretary is directed to deliver a certified copy of this resolution to the Bank.

Unanimous written consent (action without a meeting)

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [ORGANIZATION NAME]

The undersigned, being all the directors of [Organization Name], a [State] nonprofit corporation, consent to the adoption of the following resolution without a meeting, as permitted by [state statute] and Article [__] of the bylaws:

RESOLVED, that [the action being approved];

This consent may be signed in counterparts and by electronic signature, and is effective when signed by all directors. It shall be filed with the minutes of the proceedings of the board.

[Director name] …………… Date …………… (one line for every director)

Adopting a policy

WHEREAS, the Board has reviewed the attached [Conflict of Interest / Whistleblower / Document Retention / Gift Acceptance] Policy;

RESOLVED, that the Board adopts the attached policy, effective [date];

FURTHER RESOLVED, that each director and officer shall sign the annual statement required by the policy, and that the Secretary shall keep the signed statements with the corporate records;

FURTHER RESOLVED, that the Board shall review the policy at least every [one / two] years.

Approving executive compensation

Approved by the [Board / Compensation Committee] at a meeting on [date]. Members present for the discussion: [names]. Members voting: [names].

Members with a conflict of interest (including the executive): [names]. Each left the meeting before discussion and the vote.

WHEREAS, the [Board / Committee] reviewed the following comparability data: [e.g. compensation of [number] similar organizations from their Forms 990, a salary survey, written offers from similar organizations], obtained by [how];

RESOLVED, that the total compensation of [Name], [title], for the period [dates] is approved as follows: base salary $[amount]; benefits [describe]; other [describe], for a total of $[amount];

FURTHER RESOLVED, that the [Board / Committee] finds this compensation reasonable based on the data above, for the following reasons: [reasons, especially if above the range in the data].

Minutes and this resolution prepared on [date], before the later of the next meeting or 60 days after this decision, and approved by the [Board / Committee] on [date].

Authorizing a contract

WHEREAS, the corporation wishes to enter into a [lease / services agreement / purchase] with [counterparty] for [purpose], at a total cost of $[amount] over [term];

WHEREAS, no director or officer has a financial interest in the counterparty [or: Director [Name] disclosed an interest and did not take part];

RESOLVED, that the agreement is approved substantially on the terms presented to the Board, and [title] is authorized to sign it on behalf of the corporation.

Borrowing or opening a line of credit

RESOLVED, that the corporation borrow up to $[amount] from [lender] on the terms presented to the Board, including an interest rate of [rate] and repayment by [date];

FURTHER RESOLVED, that [title] and [title] are authorized to sign the loan agreement, any security documents and any related certificates;

FURTHER RESOLVED, that no loan shall be made to or from any director or officer without separate Board approval under the conflict of interest policy.

Electing directors and officers

RESOLVED, that the following persons are elected as directors for terms ending [date]: [names];

FURTHER RESOLVED, that the following persons are elected as officers for terms ending [date]: [Name], Chair; [Name], Vice Chair; [Name], Secretary; [Name], Treasurer.

Amending the bylaws

WHEREAS, Article [__] of the bylaws permits amendment by [a two-thirds / majority] vote of the directors [with notice of the proposed amendment given at least [__] days before the meeting];

RESOLVED, that Article [__], Section [__] of the bylaws is amended to read as follows: [full new text];

FURTHER RESOLVED, that the Secretary shall attach the amended bylaws to the minutes and report the change on the next Form 990.

Approving the annual budget

RESOLVED, that the operating budget for the fiscal year beginning [date], showing total revenue of $[amount] and total expenses of $[amount], is approved;

FURTHER RESOLVED, that the executive director may move up to [percent]% between expense lines without further approval, and shall report variances to the Board [quarterly].

Authorizing a grant application

RESOLVED, that the corporation apply to [funder] for a grant of up to $[amount] for [project];

FURTHER RESOLVED, that [title] is authorized to sign the application and, if awarded, the grant agreement, and to accept the funds on behalf of the corporation;

FURTHER RESOLVED, that the corporation commits [matching funds of $[amount] / in-kind support of [describe]] if the grant is awarded.

Opening a new location, programme or subsidiary

RESOLVED, that the corporation establish [programme / office / single-member LLC] for [purpose], consistent with its exempt purposes;

FURTHER RESOLVED, that [title] is authorized to take the steps needed, including registrations and filings, within a budget of $[amount].

Dissolution (first step)

WHEREAS, the Board has concluded that [reason];

RESOLVED, that the Board recommends that the corporation be dissolved and adopts the attached plan of dissolution, including the distribution of remaining assets to [name of 501(c)(3) organization or organizations] as required by the articles of incorporation;

FURTHER RESOLVED, that [the plan be submitted to the members for approval / the officers give notice to the state Attorney General as required by state law] and that [title] is authorized to file articles of dissolution when the conditions are met.

At a meeting or by written consent

A board can adopt a resolution in two ways.

At a meeting with a quorum present, by the vote your bylaws require, usually a majority of directors present. The minutes record the resolution and the vote. Many states allow directors to attend by phone or video if they can all hear each other; New York’s Not-for-Profit Corporation Law section 708, for example, treats participation by conference call or video as presence where everyone can hear each other at the same time.

Without a meeting, by unanimous written consent. Many state laws let the board act without meeting if every director consents in writing. The rules vary in the details:

• California: Corporations Code section 5211(b) allows action without a meeting “if all directors individually or collectively consent in writing”, with “the same force and effect as a unanimous vote”, and the consents must be filed with the minutes. Interested directors who abstain in writing can be left out of “all directors” if strict conditions are met.
• New York: section 708(b) allows action without a meeting if all directors consent to a resolution, and the consent may be written or electronic, unless the certificate of incorporation or bylaws say otherwise.
• Delaware: section 141(f) of the corporation law requires the consent of all directors in writing or by electronic transmission, unless restricted, and the consents are filed with the minutes.

The key word is unanimous: a single director who does not sign means the resolution fails and the board must meet. Check your own state’s statute and your bylaws, which can restrict written consent. Email approvals that are not unanimous, or that are not clearly consents to a specific resolution, are a common weakness auditors find.

The IRS documentation rules

Two federal rules make the paperwork matter.

Form 990 Part VI line 8 asks whether the board and each committee with authority to act “contemporaneously documented” every meeting and written action. The Form 990 instructions define contemporaneous as by the later of the next meeting or 60 days after the meeting or written action. Minutes approved months later do not count. See the Form 990 guide.

Executive compensation. Under Treasury Regulation 53.4958-6, pay to a disqualified person, such as the executive director, is presumed reasonable if three conditions are met: it was approved in advance by a board or committee made up entirely of people without a conflict of interest; that body relied on appropriate comparability data; and it documented the basis for the decision concurrently. The record must show the terms and date approved, the members present during the debate and those who voted, the comparability data and how it was obtained, and what any conflicted member did. It must be prepared before the later of the next meeting or 60 days after the final action, and approved within a reasonable time after that. Organizations with annual gross receipts under $1 million meet the comparability requirement with data on compensation paid by three comparable organizations. The executive compensation template above follows these requirements. Form 990 Part VI line 15 asks whether the process was followed. For comparability data, see nonprofit executive compensation and charity CEO salaries.

Insider transactions need the same care. In the IRS’s 2024 Form 990 data, 2.6% of charities filing the full return reported balances owed to or by an officer, director or other insider on Part IV line 26; see nonprofit debt. Any loan, lease or contract with an insider should be approved by resolution under the conflict of interest policy, with the interested director out of the room.

Keeping resolutions

• Number resolutions by year (2026-01, 2026-02) and keep a register.
• File signed originals, or signed electronic copies, with the minutes. Consents by written action belong there too.
• Give the bank or lender a certified copy, not your original.
• Keep resolutions permanently. They are the corporation’s legal history, and you will need old ones when signers or officers change.
• Update the register when a resolution is revoked or replaced, especially banking authorities.

The secretary usually owns this; see nonprofit board positions and the nonprofit board of directors.

Common resolutions for a new nonprofit

A newly incorporated nonprofit usually adopts a batch at its first board meeting, often by one organizational resolution: adopting the bylaws, electing officers, authorizing an EIN application and the IRS exemption application, opening a bank account (see banks for nonprofits), adopting a conflict of interest policy and the other core policies, setting the fiscal year and approving a first budget. Policies adopted later, such as an AI use policy or an emergency succession plan, each need their own resolution. Creating a subsidiary is covered in can a nonprofit own an LLC, and accepting gifts of property in in-kind donations.

Dissolution and other major decisions

Dissolving, merging, or selling substantially all of the organization’s assets usually needs more than a board resolution: a supermajority, approval of members if you have them, and in many states notice to or approval from the Attorney General. The template above is only the first step. See how to close a nonprofit, and take legal advice before you start.

Where the rules come from

Form 990 rules are from the 2025 Form 990 instructions, Part VI; the compensation rules from Treasury Regulation 53.4958-6; state rules from California Corporations Code section 5211, New York Not-for-Profit Corporation Law section 708 and Delaware Code title 8 section 141(f), each read on its official site; the line 26 figure from our analysis of the IRS 2024 Form 990 extract. All read on 22 October 2026. These templates are a starting point, not legal advice: banks often require their own forms, and state law and your bylaws decide what is valid. Other governance documents are in nonprofit forms; for recruiting the board that signs them, see how to recruit board members; and a grant application needing a resolution is covered in the grant proposal template.

Download this template

Free, no email address, no signup. The full text is on this page as well, so you can read it before you download it.

• Board resolution templates 14 nonprofit board resolutions, each with a secretary's certificate DOCX · 39 KB

Questions people ask

What is a board resolution for a nonprofit?

A formal written record of a decision by the board of directors, signed or certified by the secretary, used as proof of the decision for banks, funders, auditors and the IRS.

How do you write a board resolution?

Give the organization's legal name and the date, optional "whereas" background clauses, "resolved" clauses stating exactly what is approved, the vote, and the secretary's certification.

Does a board resolution need to be signed?

The minutes record it, but a separate resolution given to a bank or lender is usually certified and signed by the secretary. A written consent is signed by every director.

Can a board pass a resolution by email?

In many states, yes, if every director consents to the specific resolution in writing or electronically and the bylaws allow it. A majority reply-all is not enough.

What is a banking resolution?

A resolution authorizing a bank account and naming who can sign and give instructions. Many banks have their own form for the board to adopt.

What is the difference between a resolution and minutes?

The minutes record the whole meeting; a resolution records one decision, and is often extracted from the minutes and certified for someone outside the board.

How should a board approve the executive director's pay?

In advance, by members without a conflict, using comparability data, documented by the later of the next meeting or 60 days. That earns the IRS presumption of reasonableness.

How long should a nonprofit keep board resolutions?

Permanently, with the minutes. They are the corporation's legal record.

Who signs a board resolution?

Usually the secretary certifies it, sometimes with the chair. For action without a meeting, every director signs the written consent.

Is there a free nonprofit board resolution template?

Yes. This page has 14 nonprofit templates, including banking, written consent, policy adoption and executive pay, as a free Word download.

This is reference information, not legal or tax advice. Rules vary by state and change over time. For a decision that carries real consequences, check the current text at irs.gov or your state registry, and talk to a nonprofit attorney or CPA.