Nonprofit Board Resolution Template (Canada)

Minutes record what a board did. A resolution records what a board decided — in the formal language that banks, funders, and regulators expect to see. Most small nonprofits only need a handful of resolutions a year, but each one has to be written properly, because the people reading them (a bank changing signing officers, CRA reviewing a filing) are checking for authority, not intent.

What a board resolution is

A resolution is a formal written decision of the board, recorded outside the narrative of the minutes — or passed between meetings when waiting for the next one is not an option. It states the decision, who made it, and that it was properly authorized. Many Canadian nonprofits also use written resolutions signed by all directors instead of calling a special meeting, if their bylaws permit it. Check your bylaws first: they decide what counts as a valid resolution for your organization.

When Canadian nonprofits actually use resolutions

• Changing bank signing officers — the most common one. Banks will ask for a resolution naming the new signatories before they update the account.
• Approving major contracts or borrowing — leases, grant agreements, lines of credit. The other party wants proof the board authorized the commitment.
• Appointing or removing officers — chair, treasurer, secretary, and the people authorized to sign on the charity's behalf.
• Decisions between meetings — when something cannot wait for the next board meeting, a written resolution signed by all directors keeps the decision formal instead of informal.
• Policy approvals — adopting or amending key policies (conflict of interest, signing authority, financial controls) so the approval is on the record.

Sample resolution structure

Every resolution needs the same skeleton. Here is the structure that banks and auditors expect:

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Common mistakes

• Vague wording. "The board approved the contract" is not a resolution — which contract, with whom, on what terms? Write the decision so a stranger could execute it.
• No mover and seconder. Like motions in minutes, a resolution needs both to be a decision rather than a suggestion.
• Missing certification. A bank wants a resolution certified by the secretary or chair, not just a printed page. Sign and date it.
• Assuming email approval counts. A chain of "agreed" replies is not a resolution unless your bylaws allow written resolutions — get the signatures.
• Never filing it. Resolutions belong with the minutes of the meeting where they were passed (or in the corporate records for written resolutions). A resolution nobody can find is a decision that never happened.

Related guides

• How to Write Nonprofit Board Meeting Minutes in Canada — quorum, motions, in-camera sessions, and an example excerpt.
• Nonprofit Board Meeting Minutes Template (Canada) — the free one-page sample minutes template.