Board Resolution Sample for Hoa

BOARD RESOLUTION OF [ASSOCIATION NAME]

Document ID: RES-[YEAR]-[SEQUENTIAL_ID] Effective Date: [Date] Version: 1.0 Governing Jurisdiction: [State/Province of Incorporation]

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a template for a corporate board resolution. It is provided for informational purposes and constitutes legal information, not specific legal advice. Homeowners Associations (HOAs) are governed by specific state statutes (e.g., Common Interest Ownership Acts) and the association’s proprietary Governing Documents (Articles of Incorporation, Bylaws, and CC&Rs). Users must consult with association counsel to ensure compliance with local statutes and internal quorum requirements.

1. PARTIES & RECITALS

Association: [Association Full Legal Name], a [State] non-profit corporation, with its principal office located at [Principal Address].

Recitals: WHEREAS, the Board of Directors (the "Board") is vested with the authority to manage the affairs of the Association pursuant to the Declaration of Covenants, Conditions, and Restrictions ("CC&Rs") and the Bylaws; WHEREAS, the Board deems it in the best interest of the Association to authorize the action(s) set forth herein; WHEREAS, the Board has satisfied all notice and quorum requirements necessary to transact business at this meeting, as evidenced by the Secretary’s certification below.

2. OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby adopts and approves the following:

Section 1: Approval of Authorized Action. The Board hereby authorizes [Description of specific action, e.g., the execution of a contract with Vendor X for common area landscaping] in an amount not to exceed [Amount in USD].

Section 2: Execution Authority. The President and/or the Secretary of the Association are hereby authorized, empowered, and directed to execute and deliver any and all agreements, instruments, or documents necessary to effectuate the intent of this Resolution.

Section 3: Ratification. All actions heretofore taken by the officers or agents of the Association in connection with the subject matter of this Resolution are hereby ratified, confirmed, and approved in all respects.

3. MISCELLANEOUS PROVISIONS

Section 4: Severability. If any provision of this Resolution is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

Section 5: Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of [Jurisdiction], without regard to its conflict of law principles.

Section 6: Entire Agreement. This document constitutes the entire record of the resolution adopted by the Board regarding the subject matter herein and supersedes all prior oral or written understandings.

4. EXECUTION & CERTIFICATION

CERTIFICATION OF SECRETARY: I, the undersigned, Secretary of [Association Full Legal Name], do hereby certify that the foregoing is a true, complete, and correct copy of the resolution adopted by the Board of Directors at a duly convened meeting held on [Date], at which a quorum was present and voting, and that said resolution has not been amended or rescinded.

FOR [ASSOCIATION NAME]: Signature: _____________________________________ Printed Name: [Name of Secretary] Title: Secretary Date: [Date]

FOR [PRESIDENT / AUTHORIZED SIGNATORY]: Signature: _____________________________________ Printed Name: [Name of Signatory] Title: President Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Verification of Authority: Before execution, verify that the Board action does not violate the Association’s Bylaws regarding expenditure limits or voting requirements (e.g., Supermajority requirements).
2. Document Preparation:
   • Open in a word processor. Replace all bracketed text [ ] with actual details.
   • If the resolution involves a contract, attach the contract as "Exhibit A."
3. Meeting Minutes: Ensure the specific language of this resolution is referenced in the minutes of the board meeting where the motion was passed.
4. Digital Execution: If using DocuSign or Adobe Sign:
   • Upload the final document as a PDF.
   • Assign "Signing Roles" to the Secretary and President.
   • Ensure the "Date" field is set to automatically capture the day of signing.
5. Record Retention:
   • Store the original signed resolution in the "Corporate Minute Book" or the Association’s permanent digital document management system.
   • Under most state laws, resolutions are records accessible to homeowners upon request; ensure no confidential or privileged information is appended.