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Meeting kitLegalBoard & governance

Board resolution template

40 minutes 10 blockspro Runs with Pro

The board meeting where resolutions are adopted, plus ready formats for a resolution, its certification and a unanimous written consent.

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Free to open and edit. Running it live needs Pro, free for 14 days on every new account.

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40 min · 10 blocks, drawn to scale Fits exactly
  1. Call to order and quorum, 3 minutes 3
  2. Conflicts of interest: any director to disclose?, 3 minutes 3
  3. Resolution 1: read the full text, 4 minutes 4
  4. Resolution 1: questions and amendments, 6 minutesDiscuss 6
  5. Resolution 1: vote, 3 minutes 3
  6. Resolution 2: read the full text, 4 minutes 4
  7. Resolution 2: questions and amendments, 6 minutesDiscuss 6
  8. Resolution 2: vote, 3 minutes 3
  9. Who signs, and the certification each adopted resolution needs, 4 minutes 4
  10. Adjournment, 4 minutes 4
010203040 min
  1. +0′Call to order and quorumTip: Confirm a quorum of directors is present under the bylaws before any business.3 minInfo
  2. +3′Conflicts of interest: any director to disclose?Tip: A director with a conflict on a resolution says so now, and the minutes note whether they left the room and abstained.3 minInfo
  3. +6′Resolution 1: read the full textTip: Read the WHEREAS clauses and every RESOLVED clause word for word. The adopted text must match the minutes exactly.4 minInfo
  4. +10′Resolution 1: questions and amendments6 minDiscuss
  5. +16′Resolution 1: voteAdopt Resolution 1 as read?3 minVote
  6. +19′Resolution 2: read the full text4 minInfo
  7. +23′Resolution 2: questions and amendments6 minDiscuss
  8. +29′Resolution 2: voteAdopt Resolution 2 as read?3 minVote
  9. +32′Who signs, and the certification each adopted resolution needsTip: Banks and agencies often ask for a secretary's certificate. Agree who signs and by when.4 minDecide
  10. +36′Adjournment4 minWrap-up

In short

A board resolution is a formal written record of a decision the board of directors has made, such as opening a bank account or approving a contract. This kit gives you the resolution format, a secretary's certificate, a unanimous written consent and a 40-minute agenda to read, discuss and vote on each one.
Time
40 minutes
Formats
Resolution, certificate, written consent
Includes
Agenda and follow-up
Plan
Pro

Updated October 4, 2026

What's in the kit

By the end of this meeting, each resolution has been read, discussed and voted on, and the secretary has what's needed to certify the ones adopted. The full agenda is drawn to scale above: every block has its own timer when you run it live.

The follow-up email

Subject

Resolutions adopted at the board meeting of ______

Here are the resolutions as adopted. Formats for the record are below.

RESOLUTION FORMAT
RESOLUTION OF THE BOARD OF DIRECTORS OF ______ (the Company)
Adopted at a meeting of the board held on ______ (see minutes of that date, item ____)

WHEREAS, ______ (the background: why the board is acting); and
WHEREAS, ______;
NOW, THEREFORE, BE IT RESOLVED, that ______ (what the board authorizes, in exact terms);
FURTHER RESOLVED, that ______ (officer) is authorized to sign and deliver all documents needed to carry out these resolutions.

Vote: For ____  Against ____  Abstain ____  Conflicts disclosed: ______

SECRETARY'S CERTIFICATE
I, ______, Secretary of ______, certify that the above is a true copy of a resolution adopted by the board of directors at a meeting held on ______, at which a quorum was present, and that it has not been amended or revoked.
Signed: ______  Date: ______

UNANIMOUS WRITTEN CONSENT (when there is no meeting)
The undersigned, being all the directors of ______, consent to the adoption of the following resolutions without a meeting, as permitted by ______ (bylaws / statute):
RESOLVED, that ______.
Director signatures and dates: ______

File each adopted resolution with the minutes of the meeting that adopted it.

How to run it

  1. 1Draft each resolution before the meeting with its WHEREAS and RESOLVED clauses, and send it out with the agenda.
  2. 2Duplicate the read, discuss and vote blocks for each extra resolution you have.
  3. 3Read each resolution in full before the vote, so the adopted text matches the minutes word for word.
  4. 4Agendiq's summary records every decision and vote result as it happens. Use it to fill in the resolution and the minutes.
  5. 5Have the secretary sign a certificate for any resolution a bank or agency needs, and file it with the minutes.

Questions people ask

What is a corporate resolution?
A written record of a decision by a corporation's board or shareholders. Banks, lenders and agencies often ask for one as proof that an officer is authorized to act.
How do you write a board resolution?
Name the company and the meeting, set out the background in WHEREAS clauses, state the decision in RESOLVED clauses in exact terms, and authorize an officer to carry it out. Record the vote.
Can a board pass a resolution without a meeting?
Often yes, by unanimous written consent signed by every director, if your bylaws and state law allow it. File the consent with the minutes.

Run it with your group

pro
  • A timer for every block on the shared screen
  • Results, decisions and actions in the summary
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Free to open and edit. Running it live needs Pro, free for 14 days on every new account.

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