To reduce risk, most nonprofits take special care to enact the 49% rule. That means that the percentage of board members that are considered interested directors is limited to less than half of the total number of members.
The resolution then becomes part of the company's record and is legally binding. For this reason, boards should document meeting resolutions in their meeting minutes and store them in their board portal.
A resolution has two parts: the heading and the body. The heading is the administrative/organizational portion of a resolution and contains the name of the committee, the topic, and the names of the sponsoring countries, the countries that are signatories, and the committee code.
A board resolution should contain the name of the organization, the date of the resolution, the purpose of the resolution, and any other relevant information. The resolution should be signed by all members of the board in order to be valid.
Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
The main purpose of for-profit and nonprofit entities is starkly different, but they also share one important similarity. For-profit corporations serve their shareholders, and board directors are accountable to them. Nonprofit board members serve the members of their organization, their cause and their communities.
How to write a board resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.
“RESOLVED FURTHER THAT, any one of the above officials of the Company/Bank/Cooperative Society/Trust/legal entity, be and is hereby authorized to do all such acts, deeds, things, sign all such papers, documents, power of attorneys, indemnities, correspondence and to do and perform all such acts, deeds and things and ...
However, the IRS requires a minimum of three board members for tax-exempt status. Find out more. 🔑 How does a nonprofit choose board members? Look for board candidates who have passion, motivation, know-how, availability, integrity, and adaptability.
California Corporations Code Section 5227 limits the number of board members that may be an employee or contractor of their nonprofit. It states that: “Not more than 49 percent of the persons serving on the board … may be interested persons.”