Board Resolution Template for a Bitcoin Treasury Allocation
Editable board resolution language defining thresholds, authorities, custody, and reporting for a governed Bitcoin treasury allocation.
Boards approve resolutions, not slogans. This template gives counsel a working starting point — written in the voice of a corporate secretary, sized for a single resolution rather than an entire policy manual.
Recitals
WHEREAS the Company maintains unrestricted cash reserves in excess of operating and working-capital requirements; WHEREAS the Board has reviewed the proposed Bitcoin Treasury Strategy (the 'Strategy') and the associated governance frameworks; WHEREAS the Board has considered the fiduciary, accounting, custody, tax, and disclosure implications under FASB ASU 2023-08 and applicable securities law;
Resolution — Allocation authority
RESOLVED, that the Company is authorized to allocate up to [X%] of unrestricted reserves, not to exceed $[Y], to Bitcoin held as a long-duration treasury asset, subject to the thresholds and protocols set forth in the Strategy.
Resolution — Custody and controls
RESOLVED FURTHER, that all Bitcoin held under this authority shall be custodied with a qualified custodian approved by the Audit Committee, under multi-signature controls, segregation of duties consistent with the Company's existing financial-control framework, and insurance coverage no less favorable than the standard then applicable to comparable digital-asset custody arrangements.
Resolution — Stress response
RESOLVED FURTHER, that the Chief Financial Officer is pre-authorized to execute the actions defined at each drawdown band in the Stress Response Framework appended hereto, without requiring further Board action, provided that any execution shall be reported to the Audit Committee no later than the next regularly scheduled meeting.
Resolution — Reporting cadence
RESOLVED FURTHER, that the CFO shall report to the Audit Committee on holdings, valuation, custody status, control testing, and stress-band proximity on a [quarterly] basis, and to the full Board on an annual basis or upon any breach of an emergency threshold.
Resolution — Disclosure
RESOLVED FURTHER, that the Company shall measure Bitcoin holdings at fair value in accordance with FASB ASU 2023-08, with disclosures drafted by the Controller and reviewed by external counsel and the Company's independent auditor prior to the first reporting period in which Bitcoin is held.
Resolution — Officers' authority
RESOLVED FURTHER, that the CFO and General Counsel are authorized to execute all documents, agreements, and filings reasonably necessary to give effect to these resolutions, and that all prior acts of the Company's officers taken in furtherance of the Strategy are hereby ratified and confirmed.
Keep the resolution narrow and verb-driven. Policy detail belongs in the appended Strategy; the resolution itself should be defensible on a single page.
Continue the playbook
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