A resolution is formal written documentation used to accurately and completely describe an action by the board of directors or board committee. Most board and committee actions do not require formal resolutions. The following circumstances are among those that typically call for resolutions:
- If required by law or the company's charter or bylaws
- To furnish evidence of formal corporate action to a third party
- To formally establish or delegate authority and responsibilities
- Declaration of dividends
- Matters that exceed management authority
- Amendments to bylaws or charter
- Third party requests that action taken be evidenced by formal resolution