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Board Resolution Template – New York
Use this template to capture voting detail in a scan-friendly format for external reliance.
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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. Board Determination
The Board of Directors of [Company Name], a company organized and existing under the laws of [State/Country], determined that the matter described below was properly presented for consideration and that action is appropriate for the Company.
3. Attendance and Quorum
Directors present:
[Director Name 1]
[Director Name 2]
[Director Name 3]
☐ A quorum was present
4. Resolution
RESOLVED, that the Board hereby approves [Describe the action/approval] and authorizes [Full Name, Title] to execute, deliver, and perform all documents and acts necessary to implement this approval.
5. Supporting Details
[Supporting details / background / impact].
6. Voting Record
Module — Vote Record Table
Director | Vote | Notes |
[Director Name] | [Yes/No/Abstain/Absent] | [Notes] |
[Director Name] | [Yes/No/Abstain/Absent] | [Notes] |
[Director Name] | [Yes/No/Abstain/Absent] | [Notes] |
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copy of a resolution duly adopted by the Board of Directors of [Company Name] and that it has not been modified or rescinded and remains in effect.
Certified by:
Name: [Name]
Title: [Corporate Secretary/Authorized Officer]
Date: [Date]
Signature: ______________________________
Approved for Distribution [Optional]:
Name: [Name]
Title: [General Counsel/Officer]
Date: [Date]
Signature: ______________________________
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Learn more about
Board Resolution Template – New York
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.
New York Board Resolution Template FAQ
Why does the New York version emphasize a “board determination” section?
A board determination section frames the resolution as a decision made after the matter was presented and considered by the board. This can be useful when documenting that the board acted intentionally rather than informally, especially for approvals that may later be reviewed by investors, auditors, or counterparties. The section is short, but it helps set context before the resolved clause. It also supports a clean record because the resolution reads like a formal action taken in the ordinary governance process.
What is the advantage of a vote record table?
A vote record table allows you to list how each director voted without embedding the details into a long sentence. This is helpful when the vote is not unanimous or when the company wants a precise record of participation. The table can also capture abstentions and absences clearly, which reduces ambiguity. Because it is modular, you can keep it brief for routine matters while still preserving a structured record for more sensitive approvals. It also makes it easier for someone reviewing the resolution later to understand the outcome quickly.
Can the resolution authorize more than one person?
Yes. Many board resolutions authorize more than one officer or allow delegation within stated limits. If multiple people need authority — such as a primary signatory and a backup — the resolved clause can list both names and titles using placeholders. You can also include conditions, such as signing limits or required countersignatures, in the supporting details section. The goal is to make authority clear to both internal teams and third parties who rely on the resolution as proof of authorization.
How detailed should the resolved clause be?
The resolved clause should be specific enough that a reader can understand what was approved and who is empowered to implement it, but it should avoid turning into a contract itself. Typically, it identifies the action (e.g., open an account, approve a contract, appoint an officer) and the authorized person. If the approval involves detailed terms, those can be captured in an exhibit or referenced document. Keeping the resolved clause concise helps the resolution remain a clean governance record rather than a complex agreement.
Who should certify the resolution for third-party use?
Certification is often signed by the corporate secretary or another authorized officer who maintains company records. The certifier confirms that the resolution is a true copy and remains in effect. This is commonly requested by banks and counterparties to verify authority. The template also includes an optional distribution approval block, which some organizations use to ensure resolutions sent externally are reviewed internally. Using clear titles and dates helps third parties rely on the certification without confusion.
How can AI Lawyer help with frequent board approvals?
AI Lawyer can help companies generate consistent board resolution formats with interchangeable modules like vote tables, authority mappings, and optional review sign-offs. That helps teams avoid formatting drift and ensures each resolution includes the basics — date, quorum, resolved action, voting outcome, and certification. Because the template uses placeholders, it can be adapted quickly to different actions while keeping the board record professional and easy to store. This reduces administrative burden while maintaining a clean governance trail.
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