Formal Board Resolutions: Do They Have to Be Signed and Dated to Be Effective?

We were recently asked whether a formal board resolution has to be signed and dated in order to be effective.  At the outset, we note that it is our recommendation that Oregon boards sign and date all formal resolutions that a board has approved.  This helps avoid subsequent confusion regarding the potential effectiveness of the resolution.  However, we suspect that the question is asking whether a previously adopted but unsigned (or undated) resolution can still be enforced. 

On that note, if a board properly approved a formal resolution during a meeting but did not sign or date it, the resolution is still likely effective absent a specific requirement in an association’s governing documents indicating that the resolution must be signed and dated and only in the event that the board can establish that the resolution was properly adopted.  A board could confirm that the resolution was properly adopted by, for example, reviewing their prior meeting minutes and confirming that the board voted and approved the resolution.  If the board cannot establish that the resolution was properly adopted, then the resolution would not become effective until the board approved and signed the resolution at the board’s next meeting.  Alternatively, a board may be able to pass the resolution outside of a meeting by unanimous written consent of the board, which generally becomes effective upon the date of the last board member’s signature (if you have interest in this alternative, we recommend that you take a close look at your governing documents to confirm the board’s authority to pursue this option).

In short, the focus in determining the effectiveness or enforceability of a formal resolution is whether that resolution was properly adopted.  In general, and because the passage of time can make that inquiry difficult, the purpose of the signature blocks and the date in a formal resolution is to establish that fact without reference to other documents.  Therefore, as noted above, we recommend signing and dating properly adopted formal resolutions to avoid questions or confusion regarding their subsequent enforceability.