Written resolutions vs. meeting resolutions: a recordkeeping guide

The meeting-resolution record

A decision made at a meeting typically connects the meeting notice, date and location, attendance, chair, quorum, agenda, motion or resolution, voting result, abstentions where relevant, referenced documents, and approved minutes.

The written-resolution record

A written decision typically connects the exact resolution text, the decision-making body, required signatures or consents, signing dates, effective date, and supporting documents. Keep partial signatures or superseded drafts separate from the final record.

Elements both workflows should preserve

• The corporation and decision-making body.
• An unambiguous title, status, decision date, and effective date.
• The people who approved, signed, voted, abstained, or were absent as applicable.
• The documents considered, approved, or incorporated by reference.
• A clear distinction between draft, final, amended, and superseded records.

Do not let the tool choose the process

Governing statutes, bylaws, agreements, decision type, and the facts determine which process is permitted and what approval threshold applies. A convenient software template does not make a process legally sufficient.

Keep amendments as distinct events

If a later decision changes an earlier one, connect the two records rather than replacing the original. The minute book should explain both the decision that was made and how it later changed.