Resolutions 101: The Difference Between “We Chatted About It” and “We Actually Decided It”

If minutes are the record of what happened at a meeting, resolutions are the record of what the board or members actually decided. Mixing the two up is one of the most common governance mistakes directors make — and it’s an easy one to fix once you know the difference.

What is a resolution, exactly?

A resolution is a formal decision, recorded and — depending on the type — voted on according to specific rules. Think of it as the difference between “we think we should probably open a new bank account at some point” and “resolved: the company shall open a new bank account with XYZ Bank, and directors A and B are authorised as signatories.” One is a conversation. The other is an instruction the world can act on.

Banks, SARS, CIPC, and pretty much any third party dealing with your organisation will want to see a resolution — not a vague reference in the minutes — before they’ll act on major changes.

Ordinary vs special resolutions

This is where a lot of directors get tripped up, so here’s the plain-English version:

Ordinary resolutions need a simple majority (more than 50% of votes). These cover the everyday stuff — appointing directors, approving financial statements, routine business decisions.

Special resolutions need a higher threshold, typically 75%, as set out in the Companies Act or your Memorandum of Incorporation (MOI). These are reserved for the big-ticket items: amending the MOI, changing the company name, approving a merger, or authorising financial assistance to a director. The higher bar exists precisely because these decisions are harder to undo.

Your MOI can actually change these percentages within limits — which is exactly why every director should read their MOI at least once, ideally before there’s a crisis, not during one.

When do you actually need a written resolution?

Not every decision needs a formal resolution — but these definitely do:

• Opening or closing bank accounts, or changing signatories
• Appointing or removing directors
• Approving loans, guarantees, or financial assistance
• Approving major contracts or capital expenditure above a set threshold
• Declaring dividends (Pty Ltd) or approving major expenditure (NPC)
• Any change requiring a special resolution under the Companies Act (name change, MOI amendment, etc.)

If a bank, auditor, or SARS is ever going to ask “can you prove the board approved this?” — that’s your cue that you need a resolution, not just a mention in the minutes.

Round-robin resolutions (the “we can’t all get in one room” option)

Both Pty Ltds and NPCs can pass resolutions without holding a physical meeting, provided the Companies Act and your MOI allow it — usually via a written resolution circulated to and signed by the required majority of directors or members. This is a lifesaver for smaller boards and volunteer-run NPCs where getting everyone in a room on the same evening is basically a logistical miracle. Just make sure it’s properly documented and signed; a WhatsApp thread saying “yes fine by me ????” does not count as a resolution, however tempting that shortcut looks at 9pm on a Tuesday.

The NPC angle

For non-profits, resolutions matter just as much — sometimes more, because NPC boards often have less institutional memory (volunteer turnover is real) and more scrutiny from funders. A resolution approving a major donor agreement or a change in project direction gives your board a clear, defensible paper trail showing the decision was made properly, by the right people, with the right authority.

The bottom line

Minutes tell the story. Resolutions are the legally binding punchline. If money, authority, or the company’s structure is changing, don’t just talk about it — resolve it, record it, and get it signed.

Policies Every NPO Board Should Have (and Probably Doesn’t)

Nobody starts a grassroots NPO because they dreamed of writing policy documents. You start it because you saw a problem and wanted to fix it. But a handful of unglamorous documents, written once and revisited occasionally, quietly protect the organisation, its board, and the people it serves — far more than most founders realise until something goes wrong.

Financial management policy

This is the document that answers the boring-but-critical questions before a crisis forces you to answer them under pressure: who can approve an expense, and up to what amount? Who has signing authority on the bank account, and does it require two signatures? How are petty cash and reimbursements handled? Without this written down, financial decisions default to “whoever’s around at the time” — which is exactly how small, well-meaning organisations end up with disputes, or worse, exposure to fraud.

Conflict of interest policy

Beyond the legal disclosure requirements for directors, a clear policy sets expectations for the whole organisation — staff, volunteers, and board alike — about declaring relationships or interests that could influence decisions. It should also explain, in plain language, what happens once a conflict is declared: recusal, documentation, and sometimes independent review of the decision.

HR basics (even for volunteers)

If you have any paid staff at all, you need at minimum a basic employment policy covering hours, leave, disciplinary process, and grievance handling — South African labour law applies to non-profits just as it does to any other employer. Even for a purely volunteer organisation, a simple volunteer agreement covering expectations, code of conduct, and how the relationship can end protects both the organisation and the volunteer from misunderstandings down the line.

Whistleblowing / reporting policy

This is the one grassroots boards skip most often, usually because “we’re all friends here, surely we don’t need this.” But a clear, safe channel for someone — staff, volunteer, or beneficiary — to raise a concern about financial misconduct, abuse, or mismanagement, without fear of retaliation, is exactly what prevents small problems from festering into scandals. It doesn’t need to be complicated: even a simple “here’s who to contact, and here’s what happens next” document is far better than nothing.

Beneficiary protection and safeguarding policy

Especially critical for any organisation working with children, the elderly, or other vulnerable groups: a clear policy on how beneficiaries are treated, protected from harm, and given a way to raise concerns of their own. Funders increasingly ask for this specifically, and for good reason — it’s one of the areas where reputational damage from a failure can be catastrophic and near-impossible to recover from.

Document retention and data protection policy

South Africa’s Protection of Personal Information Act (POPIA) applies to NPOs too, particularly if you’re holding beneficiary records, donor details, or staff information. A simple policy on what personal information you collect, how long you keep it, and who can access it isn’t just good practice — it’s a legal obligation, and one that’s easy to overlook when the organisation’s focus is entirely on delivery.

Getting started without drowning in paperwork

You don’t need to write all of these in a weekend, and you definitely don’t need twenty-page legal documents. Start with the two or three that address your organisation’s biggest actual risk right now — usually financial management and conflicts of interest for most grassroots NPOs — and build from there. A one-page policy that’s actually read and followed beats a comprehensive one that lives in a folder nobody’s opened since it was written.

The bottom line

Policies aren’t bureaucracy for its own sake — they’re the organisation’s memory of “how we agreed to do this,” so decisions don’t have to be reinvented, and relitigated, every single time. Write them once, review them yearly, and treat them as a living part of how the organisation actually runs, not a compliance exercise to file away and forget.

Minutes That Matter: When (and Why) You Actually Need to Write Them Down

Let’s start with a confession every director has made at least once: “We’ll remember what we decided, we don’t need to write it down.”

Six months later, nobody remembers. Two directors remember it differently. And the auditor, SARS, or an unhappy member is asking for proof that a decision was ever made properly. This is the moment minutes stop being admin and start being your best friend.

So what actually are minutes?

Minutes are simply the official written record of what happened at a meeting: who was there, what was discussed, and — most importantly — what was decided. They are not a transcript. Nobody needs to know that Dave went off on a five-minute tangent about load shedding before getting to the point. Minutes capture the outcome, not the scenic route.

When do you need them?

Here’s the rule of thumb: if a meeting happened where a decision was made, it needs minutes. That includes:

• Board meetings (Pty Ltd or NPC)
• General meetings and AGMs
• Committee meetings where the committee has decision-making power (finance committee, exec committee, etc.)
• Any meeting where money, contracts, appointments, or policy changes were discussed

Casual catch-ups where nothing was decided? You don’t need minutes for that — you need a to-do list, which is a different animal entirely.

Why bother, really?

Three reasons, in order of how much they’ll hurt you if you skip this:

1. Legal protection. Under the Companies Act 71 of 2008, companies must keep minutes of shareholder or member meetings, as well as minutes and resolutions of board meetings — and retain them for at least seven years. No minutes means no proof the company acted properly, which matters enormously if a decision is ever challenged.
2. Institutional memory. Boards change. Directors move on. Minutes are the only reliable way for a new director to understand why the organisation does things the way it does, instead of relying on office folklore.
3. Funder and donor confidence. For NPCs especially, funders increasingly want to see evidence of proper governance before they’ll release the next tranche of funding. A tidy minute book says “we take this seriously” far more convincingly than a verbal assurance.

What good minutes actually look like

Good minutes are boring, and that’s the point. They should include:

• Date, time, and place of the meeting
• Who attended (and who sent apologies)
• Confirmation that quorum was met
• A record of each item discussed, in brief
• The actual decision or resolution reached
• Who is responsible for follow-up action, and by when
• Signature of the chairperson, once approved at the next meeting

Nobody needs your board’s opinions on whether the tea was too weak. Keep it factual, keep it short, and resist the urge to narrate.

The NPC twist

For non-profits, minutes carry a bit of extra weight because you’re often accountable to three masters at once: CIPC (as an NPC), SARS (as a PBO, if you’ve got that status), and your funders. Sloppy minutes — or worse, no minutes — can put your PBO status at risk during a compliance review, which is a genuinely painful thing to sort out after the fact.

The bottom line

If in doubt, write it down. A five-minute habit of proper minute-taking after every meeting will save you hours of reconstructive guesswork — and possibly your organisation’s reputation — down the line. Your future self (and your auditor) will thank you.