A board resolution is a formal written record of a decision made by the board of directors of a US corporation, serving as the primary mechanism through which directors exercise their statutory authority. Under the Delaware General Corporation Law (DGCL), §141(a) vests the management of the corporation's business and affairs in its board of directors. The Model Business Corporation Act (MBCA) §8.01 similarly establishes that all corporate powers are exercised by or under the authority of the board. Board resolutions document actions ranging from officer appointments and contract approvals to dividend declarations and major corporate transactions.

Quorum and voting requirements are governed by DGCL §141(b), which requires a majority of the total number of directors to constitute a quorum, and the vote of a majority of directors present at a meeting at which a quorum is present constitutes the act of the board. The MBCA §8.24 mirrors this framework. The certificate of incorporation or bylaws may set a higher quorum requirement but generally cannot reduce it below one-third of the total board. Special committees may act with delegated authority under DGCL §141(c), though certain fundamental actions (mergers, charter amendments, dissolution) require full board approval.

Written consent in lieu of a meeting is expressly authorized by DGCL §141(f), permitting the board to act without a meeting if all directors sign a written consent describing the action taken. The MBCA §8.21 provides an identical mechanism. This is particularly useful for routine matters or when convening a physical meeting is impractical. The consent must be unanimous—unlike shareholder written consents, which may require only a majority under certain circumstances. Notice requirements for board meetings are governed by the bylaws, with DGCL §141(b) deferring to the bylaws for procedural details.

Corporate formalities require that board resolutions be recorded in the corporate minutes book and maintained as part of the permanent corporate records. Banks, government agencies, and counterparties routinely require certified board resolutions to verify authority for specific transactions—opening bank accounts, executing contracts above threshold amounts, issuing stock, or authorizing litigation. Failure to maintain proper board resolutions can pierce the corporate veil under the alter ego doctrine, exposing directors and shareholders to personal liability. The resolution should clearly identify the date, attendees, quorum verification, the specific action authorized, and any conditions or limitations.