Board Resolution Template Non Profit

BOARD RESOLUTION OF [NON-PROFIT ORGANIZATION NAME]

Document ID: RES-[YEAR]-[SEQ_NUMBER] Effective Date: [Date of Adoption] Version: 1.0 Governing Jurisdiction: [State/Province], [Country]

1. STATUTORY & LEGAL COMPLIANCE NOTICE

Disclaimer: This document is a standardized template provided for institutional reference. Non-profit governance is subject to specific state-level statutes (e.g., California Corporations Code, New York Not-for-Profit Corporation Law) and federal IRS 501(c)(3) requirements. Legal counsel should verify that this resolution aligns with the Organization’s Articles of Incorporation and Bylaws. Failure to adhere to specific state notice requirements for board meetings may render this resolution voidable.

2. RECITALS

WHEREAS, [Non-Profit Organization Name] (the "Organization") is a non-profit corporation duly organized and existing under the laws of [Jurisdiction];

WHEREAS, the Board of Directors (the "Board") has reviewed the proposal regarding [Description of Matter/Action, e.g., Approval of Annual Budget, Appointment of Officer, Authorization of Contract];

WHEREAS, the Board has determined that the proposed action is in the best interest of the Organization and furthers its tax-exempt mission;

NOW, THEREFORE, BE IT RESOLVED, that the following actions are hereby authorized and approved by the Board:

3. OPERATIVE CLAUSES

Section 1: Authorization of Action The Board hereby authorizes and directs the [Title of Officer, e.g., Executive Director or President] to execute, deliver, and perform, in the name of and on behalf of the Organization, all necessary documents, instruments, and agreements required to effectuate the [Matter/Action described in Recitals], including but not limited to the execution of contracts up to the amount of [Amount in USD].

Section 2: Scope of Authority The authority granted herein shall be limited to the scope defined in the [Specific Project/Agreement Name]. Any material deviation from the objectives defined in the proposal submitted to the Board on [Date] shall require further Board approval.

Section 3: Compensation and Financial Oversight Any funds expended pursuant to this resolution must be consistent with the Organization’s approved annual budget. All disbursements shall be documented with appropriate invoices, purchase orders, and receipts, maintained in accordance with GAAP standards for non-profit entities.

Section 4: Term and Termination The authority granted by this resolution shall commence on the Effective Date and shall remain in force until [Date/Event], unless terminated earlier by a two-thirds majority vote of the Board of Directors. The Organization reserves the right to terminate any resulting contractual engagement upon thirty (30) days' written notice for any reason or no reason.

Section 5: Intellectual Property and Work Made for Hire All materials, content, software, and intellectual property developed by any counterparty pursuant to this resolution shall be deemed "work made for hire" and shall be the sole and exclusive property of [Non-Profit Organization Name]. The counterparty hereby assigns all right, title, and interest in such work to the Organization upon creation.

Section 6: Mutual Confidentiality Parties involved in the execution of this resolution shall maintain the confidentiality of all proprietary, financial, and donor-related information disclosed during the term of the engagement. This obligation survives the expiration of the resolution for a period of three (3) years.

Section 7: Indemnification To the extent permitted by law, the Organization shall indemnify and hold harmless its directors and officers against any and all liabilities, costs, and expenses incurred in connection with the good-faith exercise of the authority granted herein.

Section 8: Dispute Resolution and Governing Law This resolution shall be governed by the laws of [Jurisdiction]. Any dispute arising hereunder shall be submitted to binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.

Section 9: Miscellaneous This resolution represents the entire agreement regarding the specific matter addressed. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4. EXECUTION AND CERTIFICATION

I, the undersigned, Secretary of [Non-Profit Organization Name], do hereby certify that the above is a true and correct copy of the resolution adopted by the Board of Directors at a meeting duly called and held on [Date], at which a quorum was present and voting throughout.

FOR [NON-PROFIT ORGANIZATION NAME]: Signature: _____________________________________ Printed Name: [Secretary Name] Title: Secretary Date: [Date]

FOR [COUNTERPARTY / CLIENT / OTHER]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open the document in your preferred word processor. Use the "Find and Replace" function to update all bracketed fields (e.g., [Non-Profit Organization Name]) globally.
2. Verify Authority: Ensure the signatory has the actual authority to bind the organization as stipulated in your specific Bylaws.
3. Meeting Minutes: Attach this resolution as an "Exhibit" to the official minutes of the Board meeting where the vote occurred.
4. Digital Signature: Utilize an e-signature platform (e.g., DocuSign or Adobe Sign) to create an audit trail of the signing process. Ensure the "Audit Report" is downloaded and saved alongside the executed PDF.
5. Record Retention: Store the finalized, signed document in the Organization’s Permanent Corporate Records folder (Physical and Cloud-based). Maintain for a minimum of 7 years or as required by local non-profit tax filing regulations.