Guidance about whether or not a Director or Committee resolution should be used is varied. As with many issues around minutes there isn't always a black and white answer. Whichever way you choose to go, be consistent in your minutes.
Here are some examples and guidelines that may help you decide exactly what "rule of thumb" to implement in your organization:
1. Formal resolutions are required by law. Check the statute under which you were incorporated and your by-laws as both may indicate circumstances that require "approval" of the directors. These are typically things like approving the financial statements to be provided to shareholders, authorizing a corporate name change, issuing dividends, etc.
2. You may also find times where you are required to do a resolution to satisfy a third-party requirement, such as a lender under a banking arrangement, or the government of a jurisdiction in which you wish to do business.
3. You may also look to your Board and Committee Charters or Mandates which may specify that "approval" is required. I generally use a formal resolution for these matters in order to provide an audit trail for entity level controls (if you are subject to Sarbanes Oxley or the Canadian version of it).
4. Also consider using a formal resolution whenever the Board is approving items beyond the approval level granted or delegated to your CEO. Again you may need to provide proof of approval to some third party in these cases.
5. The one other key situation in which to consider a formal resolution is when a project, strategy or action may be "material" in scope, size or risk undertaken (either with respect to dollar value or future impact) for the organization.
Most other situations do not require a resolution. You can simply note that the directors requested something or unanimously agreed on something.
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