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Board Resolution Template – California
Use this template to approve actions and clearly map who has authority to implement them.
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Board Resolution Template
[Company Name]
Board of Directors Resolution
Date: [Date]
Location: [Meeting Location / “Virtual Meeting”]
1. Consent and Meeting Format
The Board of Directors of [Company Name], a company organized and existing under the laws of [State/Country], convened on the date above. This meeting was [Duly called / Held by unanimous written consent] in accordance with the Company’s governing documents.
2. Attendance and Quorum
Directors present:
[Director Name 1]
[Director Name 2]
[Director Name 3]
☐ A quorum was present
3. Resolution Title
[Resolution Title]
4. Resolved Matters
RESOLVED, that the Board approves the following action(s) and authorizes the person(s) identified below to execute and deliver any documents and take any steps reasonably necessary to carry out the approved action(s).
Module — Action/Authority Table
Action | Authorized Person/Role | Effective Date | Limits/Conditions | Reference |
[Action item] | [Name/Title] | [MM/DD/YYYY] | [Limit/Condition] | [Ref #] |
[Action item] | [Name/Title] | [MM/DD/YYYY] | [Limit/Condition] | [Ref #] |
5. Supporting Details
[Supporting details / background / impact].
6. Vote and Adoption
The resolution was:
☐ Adopted unanimously
☐ Adopted by majority vote (Votes: [X] Yes, [Y] No, [Z] Abstained)
☐ Not adopted
7. Certification
I, the undersigned, certify that the above is a true and correct copy of a resolution duly adopted by the Board of Directors of [Company Name] and that it has not been modified or rescinded and remains in effect.
Certifying Officer: [Name]
Title: [Corporate Secretary/Authorized Officer]
Date: [Date]
Signature: ______________________________
Reviewed by Chair [Optional]:
Name: [Name]
Date: [Date]
Signature: ______________________________
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Learn more about
Board Resolution Template – California
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
California Board Resolution Template FAQ
What does a board resolution do for a California company?
A board resolution creates a formal written record of a decision made by the board of directors. It helps show that the board approved an action, identified who is authorized to act, and documented the outcome of the vote or consent. That record can be useful for internal governance, audit trails, and third-party requests such as banks or counterparties that need proof of authority. The template keeps the core resolution short while giving you structured places to capture the key decision points clearly.
Why include an action/authority table instead of a single paragraph?
When a board approves more than one action, a table can reduce ambiguity by showing each action next to the specific authorized person, effective date, and any limits. This avoids long narrative blocks that are easy to misread. It also helps when a third party needs confirmation that a specific officer has authority for a specific task. The table format is modular, so you can include one row for a simple approval or add more rows for multi-step approvals without rewriting the resolution section.
Can this template be used for a virtual meeting?
Yes. The template includes a meeting format section with placeholders so you can indicate whether the board met in person, met virtually, or acted by written consent. What matters most is that the meeting or consent process matches the company’s governing documents and that you accurately record the date and attendance or signers. Keeping the format clear can help later if someone questions whether the board action was properly adopted. The resolution itself remains the same regardless of meeting location.
Who should sign the certification?
The certification is commonly signed by the corporate secretary or another authorized officer who can attest that the resolution is a true copy of what the board adopted. Some companies also have the chair sign as an additional confirmation, which this template supports with an optional review signature block. The key is to ensure the signer is someone who can reliably certify the record. Listing the signer’s title and date makes the certification easier to rely on for third parties reviewing authority.
What should go in the “supporting details” section?
Supporting details can capture brief context such as the reason for the decision, the intended outcome, and any high-level financial or operational impact. It should remain factual and concise so the resolution stays readable. If the board considered specific materials — like a proposal or term sheet — you can reference them as exhibits rather than rewriting them into the resolution. This template keeps supporting details optional so you can omit them for routine approvals while still having space for context when needed.
How can AI Lawyer help produce consistent board resolutions across teams?
AI Lawyer can help standardize board resolutions with a consistent core structure — meeting format, attendance, resolved matters, vote, and certification — while letting companies add modular blocks like an action/authority table when approvals are complex. That approach reduces drafting time and helps ensure the board record consistently identifies who is authorized to act. Teams can generate resolutions for common situations — banking, appointments, contracts, policy adoption — without rewriting from scratch each time, while still filling in precise placeholders for the specific decision.
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