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Board Resolution Template – Florida
Use this template to keep Florida board approvals complete, consistent, and easier to review.
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Board Resolution Template
[Company Name]
Board of Directors Resolution
Date: [Date]
Location: [Meeting Location / “Virtual Meeting”]
1. Resolution Title
[Resolution Title]
2. Meeting and Quorum
A meeting of the Board of Directors of [Company Name], a company organized and existing under the laws of [State/Country], was held on the above date. The meeting was duly called and held in accordance with the Company’s governing documents.
Directors present:
[Director Name 1]
[Director Name 2]
[Director Name 3]
☐ A quorum was present
3. Resolution
RESOLVED, that the Board hereby approves [Describe the action/approval] and authorizes [Full Name, Title] to act on behalf of the Company for the purposes described herein.
4. Supporting Details
[Supporting details / background / impact].
5. Adoption
The resolution was:
☐ Adopted unanimously
☐ Adopted by majority vote (Votes: [X] Yes, [Y] No, [Z] Abstained)
☐ Not adopted
Module — Resolution Checklist
Item | Completed | Details/Reference |
[Quorum confirmed] | [Yes/No] | [Notes] |
[Documents reviewed] | [Yes/No] | [Exhibit/Ref] |
[Authority assigned] | [Yes/No] | [Name/Title] |
[Vote recorded] | [Yes/No] | [Outcome] |
6. 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copy of a resolution duly adopted by the Board of Directors of [Company Name] and that it has not been modified or rescinded and remains in effect.
Name: [Name]
Title: [Corporate Secretary/Authorized Officer]
Date: [Date]
Signature: ______________________________
Witness [Optional]:
Name: [Name]
Date: [Date]
Signature: ______________________________
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Easy-to-understand jargon
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Learn more about
Board Resolution Template – Florida
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.
Florida Board Resolution Template FAQ
Why include a resolution checklist in a Florida board resolution?
A checklist provides a simple way to confirm that the most common governance steps were addressed—quorum, reviewed materials, authority assignment, and vote outcome. It helps reduce accidental omissions when resolutions are prepared quickly for banking or operational needs. The checklist is modular and short, so it does not turn the resolution into meeting minutes. It is especially useful when the resolution will be provided to a third party, because the checklist can make it easier for reviewers to see that the board action followed a consistent internal process.
How can a checklist reduce delays with banks or counterparties?
Third parties often request resolutions to confirm authority, and they may reject documents that appear incomplete. A checklist can surface whether the resolution includes quorum confirmation, authority assignment, and a recorded adoption outcome, which are common review points. Even if a third party does not rely on the checklist itself, it can prompt the preparer to include the needed core content. This reduces the chance of having to reissue a corrected resolution later. Clear certification and signatures remain the primary proof, but the checklist supports completeness.
Should the resolution identify a specific transaction or a category of actions?
Either approach can work depending on the company’s needs. For a single transaction, the resolution can name the specific action, counterparty, and reference document within placeholders. For recurring needs, the board may authorize a category of actions with limits and conditions. The template supports either because the resolved clause and supporting details can be tailored without changing the overall structure. The key is clarity: a third party should be able to understand what was approved and who can act without guessing.
What belongs in “documents reviewed” if the board considered materials?
If the board reviewed documents such as a term sheet, budget, engagement letter, or bank forms, the resolution can reference them as exhibits or supporting documents. Listing an exhibit identifier helps the company keep a neat record set without copying entire documents into the resolution. The checklist provides a place to reference the exhibit or file location in a compact way. If no materials were reviewed or none need to be referenced, the field can be marked accordingly using placeholders.
Who should sign when a witness block is used?
A witness block is optional and may be used when the company wants an extra signature to confirm the certification or execution of the document. The witness is typically someone who can attest that the certifying officer signed the document. The witness is not a substitute for the certification, but it can add comfort in certain internal workflows. If used, the witness should print their name and date the signature so the record is clear. The template confirms the witness block is optional so it can be omitted for routine resolutions.
How can AI Lawyer support clean governance records for recurring resolutions?
AI Lawyer can help organizations generate board resolutions in standardized formats with modular tools like checklists, vote records, and authority tables. That allows teams to produce consistent, easy-to-review documents for common approvals such as banking authority, appointments, and contract authorizations. Using a repeatable structure can reduce errors and speed up internal sign-off. The placeholders make it easy to adapt each resolution to the specific decision while keeping the format consistent across departments and time.
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