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Board resolutions are the documents that record the key decisions taken by board members and authorize individuals or organisations to take the course of action. They are a key element of the authority of a board and can have legal implications. However, writing effective resolutions can be daunting for new directors who are unfamiliar with the process.
It is advisable to use a template in order to familiarize yourself with the style and language of resolutions. The template is available in the portal for your board. This will make it simpler for members to draft resolutions and ensure the resolution follows the prescribed format.
A good resolution for the board begins with “Whereas” statements that provide the fundamental facts and rationale of a decision. It ends with “resolved” clauses that clearly define the exact procedure to be followed. The resolution should also include an inventory of the board members who participated in favor or against it, and a space for the chairperson (or the authorized signatory) to sign their name.
It’s also important to keep in mind that only if all directors are present at a board of directors meeting can a resolution be adopted. This is a challenge for directors who are located in different countries or cities, and is also why using a template for board resolutions is so beneficial. It allows the board to draft and adopt resolutions swiftly and efficiently without having to wait for everyone to be in the same room for a formal board meeting.