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Nonprofit Written Consent of Directors - Free Editor

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF [ORGANIZATION NAME]

(a [State] Nonprofit Corporation)

IN LIEU OF MEETING

CONSENT INFORMATION

Effective Date: [DATE]

Organization: [ORGANIZATION NAME] (the "Organization")

State of Incorporation: [STATE]

RECITALS

The undersigned, being all of the members of the Board of Directors of [ORGANIZATION NAME], a [STATE] nonprofit corporation (the "Organization"), do hereby consent to and adopt the following resolutions and actions, effective as of the date set forth above, without the necessity of a formal meeting, pursuant to the provisions of [SECTION OF STATE NONPROFIT CORPORATION ACT] and the Organization's Bylaws:

[// GUIDANCE: Most state laws require unanimous consent for action without a meeting. Check your state's nonprofit corporation act. MNCA Section 8.21 permits action by consent if signed by ALL directors.]

RESOLUTIONS

[Select and Complete Applicable Resolution(s)]

RESOLUTION 1: [TITLE]

WHEREAS, [STATE THE BACKGROUND AND REASONS FOR THE ACTION];

WHEREAS, the Board of Directors has determined that it is in the best interests of the Organization to [DESCRIBE THE ACTION];

NOW, THEREFORE, BE IT RESOLVED, that [STATE THE SPECIFIC ACTION 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 2: APPROVAL OF [CONTRACT/AGREEMENT]

WHEREAS, the Organization desires to enter into [DESCRIBE AGREEMENT] with [PARTY NAME];

WHEREAS, the Board of Directors has reviewed the terms of such agreement and determined that entering into such agreement is in the best interests of the Organization;

NOW, THEREFORE, BE IT RESOLVED, that the Organization is authorized to enter into [DESCRIBE AGREEMENT] with [PARTY NAME], substantially in the form presented to the Board;

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

RESOLUTION 3: ELECTION OF OFFICERS

RESOLVED, that the following individuals are hereby elected to serve as officers of the Organization until the next annual meeting or until their successors are duly elected and qualified:

Office	Name
Chair/President	[NAME]
Vice Chair/Vice President	[NAME]
Secretary	[NAME]
Treasurer	[NAME]

RESOLUTION 4: ELECTION OF DIRECTOR TO FILL VACANCY

WHEREAS, a vacancy exists on the Board of Directors due to [RESIGNATION OF [NAME] / INCREASE IN BOARD SIZE / OTHER REASON];

WHEREAS, [NAME] has been nominated to fill such vacancy;

NOW, THEREFORE, BE IT RESOLVED, that [NAME] is hereby elected as a Director of the Organization to fill the vacancy, to serve until [THE NEXT ANNUAL MEETING / THE EXPIRATION OF THE TERM OF THE PREDECESSOR].

RESOLUTION 5: APPROVAL OF BANKING RESOLUTION

RESOLVED, that the Organization is authorized to open and maintain accounts at [BANK NAME], and the following individuals are authorized as signatories:

Name	Title	Authority
[NAME]	[TITLE]	Full signatory authority
[NAME]	[TITLE]	Full signatory authority

RESOLVED FURTHER, that [single signature authority for amounts up to $[AMOUNT] and two signatures required for amounts exceeding $[AMOUNT]];

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

RESOLUTION 6: APPROVAL OF COMPENSATION

[// GUIDANCE (IRS): Document compensation decisions carefully to establish the rebuttable presumption of reasonableness under IRC Section 4958.]

WHEREAS, the [Compensation Committee/Board] has reviewed compensation for [POSITION/NAME] and obtained comparability data from similar organizations;

WHEREAS, the directors approving this compensation do not have a conflict of interest with respect to this compensation arrangement;

RESOLVED, that the compensation of [NAME] in the position of [TITLE] is hereby set at $[AMOUNT] per year, plus benefits as follows: [DESCRIBE BENEFITS], effective [DATE];

RESOLVED FURTHER, that the Board has determined, based on the comparability data reviewed, that this compensation is reasonable and does not constitute an excess benefit transaction.

RESOLUTION 7: APPROVAL OF GRANT APPLICATION

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

RESOLVED FURTHER, that [NAME/TITLE] is authorized to execute the grant application and, if awarded, the grant agreement and all related documents.

RESOLUTION 8: APPROVAL OF BUDGET

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

RESOLVED FURTHER, that the Executive Director and Treasurer are authorized to make expenditures in accordance with the approved budget.

RESOLUTION 9: ADOPTION OF POLICY

RESOLVED, that the [POLICY NAME] Policy, in the form circulated to the Board, is hereby adopted effective [DATE];

RESOLVED FURTHER, that the Secretary is directed to maintain a copy with the Organization's corporate records.

RESOLUTION 10: AUTHORIZATION OF LOAN

RESOLVED, that the Organization is authorized to borrow up to $[AMOUNT] from [LENDER] for the purpose of [PURPOSE], on terms substantially as described in the term sheet circulated to the Board;

RESOLVED FURTHER, that [NAME/TITLE] is authorized to execute a promissory note and related loan documents on behalf of the Organization.

RESOLUTION 11: RATIFICATION OF PRIOR 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 12: GENERAL AUTHORIZATION

RESOLVED, that each officer of the Organization is authorized and empowered to take any and all actions and execute any and all documents as such officer may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions, with such changes, additions, or modifications as such officer may approve, such approval to be conclusively evidenced by execution thereof.

CONFLICT OF INTEREST DISCLOSURE

[// GUIDANCE: If any resolution involves a potential conflict of interest, document the disclosure here.]

☐ No Director has a conflict of interest with respect to any matter addressed in this Consent.

☐ [NAME] has disclosed a potential conflict of interest with respect to [DESCRIBE RESOLUTION]. In accordance with the Organization's Conflict of Interest Policy:
- [NAME] has disclosed the nature of the conflict
- [NAME] has abstained from voting on this matter
- The remaining Directors, after determining that the transaction is fair and in the Organization's best interest, have approved the matter

EFFECTIVE DATE

This Unanimous Written Consent shall be effective as of [DATE], or, if later, upon receipt of the signature of the last Director to sign.

COUNTERPARTS AND ELECTRONIC SIGNATURES

This Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by email (PDF) or other electronic means shall be deemed original signatures for all purposes.

FILING

The Secretary is directed to file this Unanimous Written Consent with the minutes of the Organization.

SIGNATURES

IN WITNESS WHEREOF, the undersigned, being all of the Directors of [ORGANIZATION NAME], have executed this Unanimous Written Consent effective as of the date first written above.