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.

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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.

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California Non-Profit Bylaws


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