Board Resolution Template Nonprofit Pdf

BOARD RESOLUTION OF [NONPROFIT LEGAL NAME]

DOCUMENT ID: RES-202X-001
EFFECTIVE DATE: [Date of Meeting]
VERSION: 1.0
GOVERNING JURISDICTION: [State/Province of Incorporation]

LEGAL DISCLAIMER

This template is provided for informational purposes only and does not constitute legal advice. As a nonprofit entity, you are subject to specific state statutes (e.g., Revised Model Nonprofit Corporation Act) and IRS regulations (Section 501(c)(3) compliance). It is mandatory to have this document reviewed by qualified legal counsel licensed in your jurisdiction to ensure conformity with local bylaws and tax-exempt requirements.

---

I. RECITALS

WHEREAS, [Nonprofit Legal Name] (the "Corporation") is a nonprofit corporation duly organized and existing under the laws of [Jurisdiction];

WHEREAS, the Board of Directors (the "Board") of the Corporation has determined that it is in the best interest of the Corporation to authorize the following action: [Clearly state the action, e.g., the approval of a contract, the appointment of an officer, or the authorization of a bank account];

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

II. OPERATIVE RESOLUTIONS

1. AUTHORIZATION OF ACTION The Board hereby approves and authorizes the [Nature of Action] in the form presented to this meeting. The Officers of the Corporation are hereby authorized and directed to execute and deliver such documents as are necessary to give effect to this resolution.

2. APPOINTMENT OF AUTHORIZED SIGNATORY [Name of Authorized Person], in their capacity as [Title/Role], is hereby authorized, empowered, and directed to act on behalf of the Corporation to execute, sign, and seal all agreements, contracts, and filings necessary to implement the action approved herein.

3. RATIFICATION OF PRIOR ACTS All acts performed by any officer or agent of the Corporation in connection with the subject matter of these resolutions prior to the date hereof are hereby ratified, confirmed, and approved in all respects.

4. DURATION OF AUTHORITY This resolution shall remain in full force and effect until such time as it is amended or rescinded by a subsequent resolution of the Board of Directors or until the expiration of the authority granted herein.

5. CERTIFICATION OF SECRETARY The Secretary of the Corporation is directed to certify these resolutions and to file a copy thereof in the permanent minute book of the Corporation.

---

III. EXECUTION AND SIGNATURE BLOCKS

FOR [NONPROFIT LEGAL NAME]:

Attested by Secretary:
Signature: _____________________________________
Printed Name: [Secretary Name]
Title: Secretary
Date: [Date]

Certified by President/Chair:
Signature: _____________________________________
Printed Name: [Chair/President Name]
Title: Board Chair / President
Date: [Date]

---

IV. STEP-BY-STEP EXECUTION & FILING GUIDE

Step 1: Preparation (Word/Google Docs)

• Replace all bracketed fields (e.g., [Nonprofit Legal Name]) with actual corporate data.
• Ensure the "Action" described in Section I is specific enough to satisfy IRS audit standards (e.g., avoid "general business," use "approval of the 2024 Audit Engagement Letter with [Accounting Firm]").

Step 2: Verification of Authority

• Before executing, verify the "Quorum" requirements listed in your organization’s Bylaws. If the Bylaws require a majority or super-majority, ensure the meeting minutes reflect that sufficient Directors were present.

Step 3: Execution

• Physical: Print on official corporate letterhead. Ensure the Secretary signs to attest to the validity of the proceedings.
• Digital: Use an enterprise-grade platform (e.g., DocuSign or Adobe Sign). Ensure the "Audit Trail" feature is enabled to maintain a record of signatory identity and timestamping.

Step 4: Record Retention

• Corporate Minute Book: File this original resolution immediately in the Corporate Minute Book. Under state law, this document serves as the legal evidence that the board authorized the transaction.
• Tax Compliance: If this resolution involves a "conflict of interest" transaction (e.g., hiring a director), ensure the signed conflict-of-interest disclosure form is attached to this resolution for IRS Form 990 reporting purposes.

Step 5: Filings

• If this resolution changes corporate officers or registered agents, file the necessary "Statement of Information" or "Annual Report" update with the Secretary of State within the statutory window.