RESOLUTIONS OF THE BOARD OF DIRECTORS

OF [ORGANIZATION NAME]

(a [State] Nonprofit Corporation)

DOCUMENT TYPE

☐ Resolutions Adopted at a Meeting of the Board of Directors

☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

I. MEETING INFORMATION

[For Meeting Format - complete this section]

Date of Meeting: [DATE]
Time: [TIME]
Location: [PHYSICAL ADDRESS or VIRTUAL PLATFORM]

Directors Present

Others Present

Quorum

The [Chair/Secretary] determined that a quorum of Directors was present, and the meeting was duly convened.

Notice

☐ Proper notice of the meeting was given in accordance with the Bylaws.
☐ All Directors waived notice of the meeting. (Waivers attached)

II. WRITTEN CONSENT INFORMATION

[For Written Consent Format - complete this section]

Effective Date: [DATE]

The undersigned, being all of the Directors of [ORGANIZATION NAME] (the "Organization"), hereby consent to the adoption of the following resolutions in lieu of a meeting, pursuant to [STATE] Nonprofit Corporation Act and the Organization's Bylaws:

III. RECITALS

WHEREAS, the Board of Directors (the "Board") of [ORGANIZATION NAME] (the "Organization") has determined that it is in the best interests of the Organization to take the actions set forth in these resolutions; and

WHEREAS, the Board has the authority under the Organization's Articles of Incorporation, Bylaws, and applicable law to take such actions;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

IV. RESOLUTIONS

[Select and Complete Applicable Resolution(s)]

RESOLUTION A: APPROVAL OF [GENERAL MATTER]

RESOLVED, that [DESCRIBE ACTION/MATTER BEING APPROVED];

RESOLVED FURTHER, that the officers of the Organization are authorized and directed to take all actions and execute all documents necessary or appropriate to effectuate the foregoing resolution.

RESOLUTION B: OPENING BANK ACCOUNT

RESOLVED, that the Organization is authorized to open a [checking/savings] account at [BANK NAME], and the following individuals are authorized as signatories on such account:

RESOLVED FURTHER, that for withdrawals or checks exceeding $[AMOUNT], two authorized signatures shall be required;

RESOLVED FURTHER, that the authorized signatories are empowered to execute any account agreements, signature cards, or other documents required by the bank.

RESOLUTION C: APPROVAL OF BUDGET

RESOLVED, that the proposed operating budget for the fiscal year ending [DATE], in the total amount of $[AMOUNT], as presented to the Board, is hereby approved and adopted;

RESOLVED FURTHER, that the [Treasurer/Executive Director] is authorized to make expenditures in accordance with the approved budget;

RESOLVED FURTHER, that any expenditure exceeding the approved budget by more than [PERCENTAGE]% or $[AMOUNT] shall require additional Board approval.

RESOLUTION D: ELECTION OF OFFICERS

RESOLVED, that the following individuals are hereby elected to the offices indicated, to serve until the next annual meeting or until their successors are duly elected and qualified:

RESOLUTION E: APPOINTMENT OF DIRECTORS TO FILL VACANCY

RESOLVED, that [NAME] is hereby elected to fill the vacancy on the Board of Directors created by [the resignation of [NAME] / the increase in the number of directors / other reason], to serve until [the next annual meeting / the expiration of the term of the predecessor].

RESOLUTION F: REMOVAL OF DIRECTOR

[// GUIDANCE: Removal of a director should follow Bylaws procedures and may require notice and opportunity to be heard.]

WHEREAS, the Board has determined, after notice and opportunity to be heard, that [NAME] should be removed as a Director for [cause/without cause] for the following reasons: [STATE REASONS];

RESOLVED, that [NAME] is hereby removed as a Director of the Organization, effective immediately.

RESOLUTION G: APPROVAL OF CONTRACT

RESOLVED, that the Organization is authorized to enter into [DESCRIBE CONTRACT/AGREEMENT] with [PARTY NAME] substantially in the form presented to the Board [attached hereto as Exhibit A];

RESOLVED FURTHER, that the [TITLE] is authorized to execute and deliver such agreement on behalf of the Organization.

RESOLUTION H: HIRING OF EXECUTIVE DIRECTOR

RESOLVED, that [NAME] is hereby hired as Executive Director of the Organization, effective [DATE], at an annual salary of $[AMOUNT], plus benefits as described in the employment offer letter;

RESOLVED FURTHER, that the Chair is authorized to execute an employment agreement with [NAME] substantially in the form presented to the Board;

RESOLVED FURTHER, that in accordance with the Organization's Conflict of Interest Policy, the Board has determined that the compensation is reasonable based on comparability data from similar organizations.

[// GUIDANCE (IRS): Document that compensation was approved by independent board members using comparability data to establish the rebuttable presumption of reasonableness under IRC Section 4958.]

RESOLUTION I: APPROVAL OF COMPENSATION

WHEREAS, the [Compensation Committee/Board] has reviewed comparability data regarding compensation for [POSITION] at similar organizations;

WHEREAS, the [Compensation Committee/Board], composed of individuals without a conflict of interest, has determined that compensation of $[AMOUNT] is reasonable;

RESOLVED, that the compensation of [NAME] in the position of [TITLE] is hereby set at $[AMOUNT] per year, effective [DATE];

RESOLVED FURTHER, that this determination is documented in these minutes, including the comparability data relied upon and the members of the Board who approved the compensation.

RESOLUTION J: ADOPTION/AMENDMENT OF POLICY

RESOLVED, that the [POLICY NAME] Policy, in the form presented to the Board [attached hereto as Exhibit __], is hereby adopted/amended, effective [DATE];

RESOLVED FURTHER, that all officers, directors, employees, and volunteers are directed to comply with such policy.

RESOLUTION K: APPROVAL OF GRANT APPLICATION

RESOLVED, that the Organization is authorized to submit a grant application to [FUNDER NAME] for the [PROGRAM/PROJECT NAME] in an amount up to $[AMOUNT];

RESOLVED FURTHER, that the [TITLE] is authorized to execute and submit all documents required for such application and, if awarded, to execute the grant agreement and comply with all grant requirements.

RESOLUTION L: ACCEPTANCE OF GIFT/DONATION

RESOLVED, that the Organization hereby accepts the gift of [DESCRIBE GIFT - cash, property, securities, etc.] from [DONOR NAME], valued at approximately $[AMOUNT];

RESOLVED FURTHER, that the [TITLE] is authorized to execute any documents necessary to accept and acknowledge the gift in accordance with the Organization's Gift Acceptance Policy.

RESOLUTION M: APPROVAL OF LEASE

RESOLVED, that the Organization is authorized to enter into a lease agreement for property located at [ADDRESS] with [LANDLORD NAME] for a term of [DURATION] at a monthly rent of $[AMOUNT], substantially in the form presented to the Board;

RESOLVED FURTHER, that the [TITLE] is authorized to execute such lease on behalf of the Organization.

RESOLUTION N: AUTHORIZATION TO BORROW

RESOLVED, that the Organization is authorized to borrow funds in an amount not to exceed $[AMOUNT] from [LENDER NAME] for the purpose of [PURPOSE], on terms substantially as presented to the Board;

RESOLVED FURTHER, that the [TITLE] is authorized to execute a promissory note, security agreement, and such other documents as may be required;

RESOLVED FURTHER, that the Organization's [DESCRIBE COLLATERAL, if any] may be pledged as security for such loan.

RESOLUTION O: AMENDMENT OF BYLAWS

RESOLVED, that Article [NUMBER], Section [NUMBER] of the Organization's Bylaws is hereby amended to read as follows:

"[INSERT NEW TEXT]"

RESOLVED FURTHER, that the Secretary is directed to attach a copy of the amended Bylaws to these minutes and to report this amendment on the Organization's next Form 990 annual return.

[// GUIDANCE (IRS): Bylaw amendments must be reported on Form 990. Amendments affecting exempt status must also be reported to the IRS.]

RESOLUTION P: RATIFICATION OF ACTIONS

RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Organization in connection with [DESCRIBE MATTER] are hereby ratified, confirmed, and approved in all respects.

RESOLUTION Q: GENERAL AUTHORIZATION

RESOLVED, that each officer of the Organization is authorized and empowered, in the name and on behalf of the Organization, to execute and deliver any and all documents and to take any and all actions as such officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions.

V. ADJOURNMENT

[For Meeting Format]

There being no further business, the meeting was adjourned at [TIME].

VI. CERTIFICATION

For Meeting Minutes

The undersigned Secretary hereby certifies that the foregoing is a true and correct record of the resolutions adopted at a duly convened meeting of the Board of Directors of [ORGANIZATION NAME] held on [DATE].

_________________________________________
[NAME], Secretary

Date: ___________________________________

For Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the Directors of [ORGANIZATION NAME], have executed this Written Consent effective as of [DATE].

EXHIBITS

☐ Exhibit A - [DESCRIPTION]
☐ Exhibit B - [DESCRIPTION]
☐ [Additional Exhibits as needed]

[END OF DOCUMENT]