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Board Resolution Template – Illinois
Use this template to record director participation and adoption outcomes with less ambiguity.
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Board Resolution Template
[Company Name]
Board of Directors Resolution
Date: [Date]
Location: [Meeting Location / “Virtual Meeting”]
1. Attendance Roll
Module — Attendance Roll Table
Director | Present? | Participation Mode | Notes |
[Director Name] | [Yes/No] | [In person/Virtual/Written consent] | [Notes] |
[Director Name] | [Yes/No] | [In person/Virtual/Written consent] | [Notes] |
[Director Name] | [Yes/No] | [In person/Virtual/Written consent] | [Notes] |
2. Resolution Title
[Resolution Title]
3. Introduction
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.
☐ A quorum was present
4. Resolution
RESOLVED, that the Board hereby approves [Describe the action/approval]. The Board further authorizes [Full Name, Title] to execute and deliver the necessary documents and to take actions reasonably required to implement this approval.
5. Supporting Details
[Supporting details / background / impact].
6. Vote Outcome
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copy of a resolution duly adopted by the Board of Directors of [Company Name] and that it has not been modified or rescinded and remains in effect.
Name: [Name]
Title: [Corporate Secretary/Authorized Officer]
Date: [Date]
Signature: ______________________________
Records Custodian [Optional]:
Name: [Name]
Title: [Title]
Date: [Date]
Signature: ______________________________
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Learn more about
Board Resolution Template – Illinois
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.
Illinois Board Resolution Template FAQ
Why does the Illinois template start with an attendance roll table?
An attendance roll provides a structured record of who participated and how, which can be helpful when meetings are virtual, hybrid, or supported by written consents. Starting with the roll also makes it easier to confirm quorum and participation before reading the resolution text. For internal records, an attendance roll can reduce ambiguity about whether a director was present, absent, or abstained from participation. The table is short and keeps the overall resolution close to the original length while improving clarity around attendance details.
How is an attendance roll different from minutes?
Minutes typically summarize what was discussed during a meeting, while a board resolution focuses on documenting a specific decision. An attendance roll is a component that can appear in either, but in this template it is used to support the resolution record by showing who participated and in what mode. The resolution still contains the key governance elements: title, resolved clause, vote outcome, and certification. If the company needs full minutes, they can be prepared separately and referenced as an attachment using placeholders. The resolution can stand alone as proof of approval.
Should the resolution include multiple “resolved” clauses?
It can, but the template is designed to keep the core resolution concise. For complex decisions, multiple resolved clauses may help separate approvals — for example, approving an agreement and authorizing a signer. If the resolution becomes lengthy, consider using a table-based authority module like other state versions. In this Illinois template, you can still add additional resolved clauses within placeholders, but keeping the structure readable helps maintain a clean governance record that third parties can review quickly.
What is the benefit of including a records custodian signature block?
A records custodian block is optional and can be used when the company wants an additional acknowledgment from the person responsible for maintaining official corporate records. This can support internal compliance and make it easier to locate the resolution later. It is not required for the resolution to function as a board record, but it can improve accountability. The template keeps it optional so routine resolutions can remain simple while more formal actions can include extra internal controls when needed.
How specific should the authorization language be?
Authorization language should be specific enough to identify who is empowered to act and what type of action they may take. For example, it can authorize a named officer to sign a bank form, execute a contract, or file a document. If limits are needed, they can be included in supporting details or by adding conditions in the resolution clause. The goal is to avoid vague wording that a third party cannot rely on. Clear names and titles make it easier to verify that the signer has authority for the intended transaction.
Can AI Lawyer help reduce errors in recurring board resolution processes?
AI Lawyer can help teams generate standardized resolutions that consistently capture attendance, quorum, authorization, vote outcomes, and certification. Using structured modules like an attendance roll can reduce omissions when resolutions are prepared on short timelines. The templates also keep placeholders prominent, which helps ensure critical identifiers — company name, date, resolution title, and authorized signatory — are not missed. Consistent formatting across departments improves filing, retrieval, and third-party acceptance of board records.
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