A lot happens in the average board meeting—ideas are exchanged, policies are shaped, decisions are made. But after the handshakes and head nods, what’s left? If there’s no accurate documentation, it’s as if nothing happened. That’s where two underrated tools come in: board resolutions and minutes of meetings. They’re not just paperwork—they’re legal safeguards.
Whether you’re managing a small company or leading a newly registered NGO, ignoring proper board documentation is like running a business without receipts. One small error, and you’re exposed to legal, financial, or even regulatory risks.
Let’s break it down.
What Is a Board Resolution—and Why Should You Care?
A board resolution is a formal statement of a decision made by your Board of Directors or Trustees. Think of it as the board’s signature on any official action: appointing an auditor, opening a bank account, approving a budget, or authorising a project.
In small companies, resolutions are often needed for:
- Opening a corporate bank account
- Taking loans or signing major contracts
- Appointing or removing directors
- Declaring dividends
- Approving audited financials
In NGOs or incorporated trustees, resolutions are critical for:
- Appointing or changing trustees
- Approving annual budgets or reports
- Authorising fundraising efforts
- Changing an office address or bank signatories
Now here’s the kicker: banks, regulators, and even funders may request to see board resolutions before recognising your decisions. No resolution, no approval.
Why Minutes of Meetings Matter
Minutes are not just meeting summaries—they are legal records. They should detail who was present, what was discussed, decisions made, and who is responsible for what. Minutes provide an audit trail. They protect your organisation in case of future disputes.
Consider this: In 2022, a small NGO in Ibadan lost access to its bank account after a trustee resigned. The new trustee wasn’t recognised because there were no minutes showing the board’s approval of the change. A simple document cost them six months of operations.
Writing Effective Minutes: Don’t Just Summarise—Record Responsibly
Many secretaries think minutes are just long essays. They’re not. They’re structured documents. Here’s a simple structure that works:
- Meeting Details
- Attendance
- Adoption of Previous Minutes
- Agenda Items
- Resolutions
- Closing
- Signature
Avoid writing personal opinions, jokes, or irrelevant commentary. Your minutes may one day be tendered in court or submitted to regulators.
What Makes a Board Resolution Valid?
For a resolution to be valid:
- It must be passed in a properly convened meeting.
- There must be a quorum.
- It must be documented, usually in the minutes or as a standalone resolution.
- It must be signed by authorised persons.
Pro Tip: Some resolutions must be filed with CAC (Corporate Affairs Commission), especially for incorporated trustees or companies making structural changes.
Let me share you a real-life pitfall. In 2023, a small tech company in Abuja took a short-term loan of ₦5 million. The director signed the loan agreement alone—no board meeting, no resolution. Six months later, the company couldn’t pay. The board denied authorising the loan. The bank sued, and the lack of a formal resolution became a major legal loophole. In the end, the director bore the personal liability.
What Should Be a Resolution vs What Should Be in Minutes?
Think of minutes as the full movie and resolutions as key scenes you pull out for official use.
- Keep in minutes: All board deliberations and general decisions.
- Extract as resolutions: Major decisions that need action, submission, or external recognition.
Example: Your board discusses changing signatories. The discussion and reasoning go into the minutes. But you also draft a separate, signed board resolution that your bank will request.
Best Practices for Small Businesses and NGOs
- Use Templates: Don’t reinvent the wheel. Use standard templates for resolutions and minutes—just adapt the content.
- Store Safely: Keep hard copies and backups (scanned or cloud-based). Minutes and resolutions should be retrievable even years later.
- Train Your Secretary or Admin: Don’t assume they know how to write legal records. One workshop or professional guide can save you future drama.
- Regularise Old Mistakes: If you’ve already made decisions without resolutions, call a board meeting to ratify past decisions and document them properly.
- File Where Necessary: Some decisions must be reported to CAC, especially for incorporated trustees. Don’t ignore this.
Board governance isn’t just a corporate thing—it’s survival strategy for both startups and nonprofits. Minutes show transparency; resolutions show authority. Without them, your decisions are just talk.
As someone who’s worked with several founders and nonprofit leaders, I can tell you this: your greatest risk isn’t just the market—it’s poor documentation. So next time you leave a board meeting, ask: “Did we record that properly?” Because someday, someone—your funder, your bank, the court—just might ask the same
