How to Draft a Nonprofit Corporation Resolution

By Anna Assad

A nonprofit's board of directors is made up of members who are responsible for the organization's decisions. The nonprofit board represents the public's interests, comparable to the way in which the board of a for-profit corporation represents the stockholders. When the board votes on an action, such as approval or adoption of a change to the existing rules or bylaws, it may issue a resolution. The resolution usually states the action the board is taking and the reasons for that action. Resolutions bring attention to the board's decisions and may be used for publicity reasons or to indicate that the board is complying with the nonprofit's mission.

Step 1

Date the draft of the resolution at the top right of the document.

Step 2

Create a title for the resolution and enter it near the top of the paper. The title should reflects the resolution's subject. For example, "Approval of Grant Proposal for (state project here)" is a possible title for an action approving a grant issuance.

Ready to form a nonprofit? Get Started Now

Step 3

State the date and purpose of the meeting to which the resolution relates in the first sentence. Reference the nonprofit's board and state whether it approved the resolution by vote.

Step 4

State the responsibility of the board with regard to the resolution subject in the second sentence. This establishes the board's right to take the action. For example, "Whereas, the board is responsible for approving (state action here)" is a possible second sentence.

Step 5

Document the reasons behind the board's action in the next section with facts to support the statement. State the nonprofit's mission and why the action supports this mission.

Step 6

State the action the board is taking with regard to the resolution in the last section.

Step 7

Insert a signature line for the nonprofit board's president. Type his name underneath.

Ready to form a nonprofit? Get Started Now
California Non-Profit Bylaws
 

References

Related articles

How to Remove an Officer From Articles of Incorporation

A corporation is organized under state law by filing articles of incorporation that specifically conform to the state's statutes. Most states make listing members of the board of directors in the articles optional or require only a listing of initial directors but not updates when the composition of the board changes. If a corporation chooses to list board members and wants the information to be current, it can change the names by amending the articles of incorporation.

Can the Board of Directors Fire the CEO of a Nonprofit Company?

The board of directors can fire the CEO, otherwise known as the executive director, of a nonprofit company. It is the responsibility of the board to appoint and oversee the officers of a nonprofit. Those duties necessarily grant the board the ability to dismiss the executive director. There are numerous grounds to dismiss a CEO, but the process will be defined by the nonprofit’s contract with the executive and its bylaws. Although a board is able to dismiss a CEO, there are circumstances in which the termination gives the dismissed director grounds to sue the nonprofit for wrongful termination.

Difference Between Amended & Restated Bylaws

Bylaws are rules adopted by an organization such as a corporation or association to govern how its business is conducted. In the case of associations, such as a condominium or housing association, the bylaws also set out rules for membership and consequences for violating those rules. As laws change and organizations grow, changes to the bylaws can be made. Depending on what type of change is required, these changes may be made either through restating or amending the bylaws.

Doing the right thing has never been easier. Nonprofit

Related articles

How to Remove an Officer of a Corporation

The individuals charged with making important strategic and financial decisions for a corporation must act based on the ...

How to Remove a President From Office in a Non-Profit Organization

If the president of your nonprofit organization is ineffective or unwilling to provide dependable leadership, removing ...

How to Amend Bylaws in a New York Law Corporation

A corporation's bylaws set its internal rules and procedures. For example, bylaws usually include rules for the ...

How do I Remove LLC Board Members?

A limited liability company, or LLC, is a form of business organization that provides the benefits of pass-through ...

Browse by category
Ready to Begin? GET STARTED