Board Resolution — Nonprofit Corporation

BOARD RESOLUTION — NONPROFIT CORPORATION

TABLE OF CONTENTS

1. Resolution Format — Meeting
2. Resolution Format — Written Consent
3. Common Resolution Templates
4. Certification
5. State-Specific Notes
6. Sources and References

1. RESOLUTION FORMAT — MEETING

RESOLUTION OF THE BOARD OF DIRECTORS OF [ORGANIZATION NAME]

Date of Meeting: [__/__/____]

Type of Meeting: ☐ Regular Meeting ☐ Special Meeting ☐ Annual Meeting

Location: [________________________________________]

Called to Order By: [________________________________________], [Title]

Directors Present (constituting a quorum):

Quorum Confirmed: ☐ Yes

WHEREAS, [________________________________________]; and

WHEREAS, [________________________________________]; and

WHEREAS, the Board of Directors has determined that the following action is in the best interests of the Corporation and in furtherance of its tax-exempt purposes under IRC § 501(c)(3);

NOW, THEREFORE, BE IT RESOLVED, that:

[________________________________________]
[________________________________________]
[________________________________________]

BE IT FURTHER RESOLVED, that the officers of the Corporation are hereby authorized and directed to take all actions and execute all documents necessary to effectuate this resolution.

Vote:

Resolution: ☐ Adopted ☐ Not Adopted

2. RESOLUTION FORMAT — WRITTEN CONSENT

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

In lieu of a meeting, pursuant to [RMNCA § 8.21 / applicable state statute] and the bylaws of the Corporation, the undersigned, being all of the directors of the Corporation, hereby consent to the adoption of the following resolution(s):

RESOLVED, that [________________________________________].

FURTHER RESOLVED, that the officers of the Corporation are hereby authorized to execute all documents and take all actions necessary to carry out the foregoing resolution.

This consent shall be effective as of [__/__/____].

3. COMMON RESOLUTION TEMPLATES

3.1 — Opening a Bank Account

RESOLVED, that the Corporation is hereby authorized to open a bank account at [________________________________________] (the "Bank"), and that [________________________________________], [Title], and [________________________________________], [Title], are authorized signatories on the account.

FURTHER RESOLVED, that any [one / two] authorized signatory(ies) may sign checks, drafts, or other orders for payment of money, and execute any agreements with the Bank.

3.2 — Approving the Annual Budget

RESOLVED, that the Board of Directors hereby approves the annual operating budget for the fiscal year ending [__/__/____], in the total amount of $[________________________________________], a copy of which is attached hereto and incorporated by reference.

3.3 — Approving a Grant Application

RESOLVED, that the Corporation is authorized to submit a grant application to [________________________________________] in the amount of $[________________________________________] for the purpose of [________________________________________], and that [________________________________________], [Title], is authorized to execute the grant application and any related agreements.

3.4 — Electing Officers

RESOLVED, that the following individuals are hereby elected as officers of the Corporation, effective [__/__/____]:

3.5 — Approving Compensation

RESOLVED, that the compensation of [________________________________________], serving as [Title], is hereby set at $[________________________________________] per [year / hour], effective [__/__/____], based on a review of comparable compensation data and in accordance with the Corporation's conflict of interest policy and the rebuttable presumption of reasonableness procedures under Treasury Regulation § 53.4958-6.

3.6 — Authorizing a Lease or Contract

RESOLVED, that the Corporation is authorized to enter into [a lease / contract] with [________________________________________] for [________________________________________], at a cost not to exceed $[________________________________________], and that [________________________________________], [Title], is authorized to execute said agreement.

3.7 — Adopting or Amending a Policy

RESOLVED, that the Board of Directors hereby adopts the [________________________________________] Policy, a copy of which is attached hereto, effective [__/__/____].

3.8 — Authorizing Dissolution

RESOLVED, that the Board of Directors hereby authorizes the dissolution of the Corporation in accordance with [applicable state statute] and IRC § 501(c)(3), and that upon dissolution all remaining assets shall be distributed to [________________________________________], an organization exempt under IRC § 501(c)(3), or to a governmental entity for a public purpose.

4. CERTIFICATION

I, [________________________________________], Secretary of [________________________________________], hereby certify that the foregoing is a true and correct copy of the resolution(s) adopted by the Board of Directors on [__/__/____], and that such resolution(s) have not been amended, modified, or revoked and remain in full force and effect.

Secretary: ___________________________________________

Date: [__/__/____]

[CORPORATE SEAL]

5. STATE-SPECIFIC NOTES

SOURCES AND REFERENCES

• Revised Model Nonprofit Corporation Act (RMNCA) §§ 8.20–8.25
• IRS, "Governance and Related Topics — 501(c)(3) Organizations," https://www.irs.gov/pub/irs-tege/governance_practices.pdf
• Treasury Regulation § 53.4958-6 (rebuttable presumption of reasonableness)
• National Council of Nonprofits, https://www.councilofnonprofits.org