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A Board Resolution Adopting a Campaign Contribution Limitations Policy is a formal corporate governance document in which a company's board of directors officially enacts written restrictions on the organization's political spending. It records the board's authority and rationale, defines which contribution types are covered β from direct candidate donations to trade association payments used for political purposes β sets specific dollar thresholds requiring tiered approvals, and designates compliance and oversight responsibilities. The resolution incorporates the full policy text as an attached exhibit, making both documents part of the permanent corporate minute book.
Without a board-authorized policy, any officer or manager with signatory authority can write a check to a political campaign or PAC with no documented approval chain β creating exposure to FEC enforcement, state campaign finance penalties, and shareholder litigation. Proxy advisory firms including ISS and Glass Lewis now flag companies that lack formal political spending policies as governance deficiencies, which directly affects institutional shareholder votes. For nonprofits, operating without written limits on political activity puts tax-exempt status at risk with no documented evidence of board diligence. This template gives your board a structured, immediately actionable starting point β covering thresholds, approval tiers, recordkeeping, and annual disclosure β so the first political expenditure your company makes after adoption is the first one with a complete, auditable paper trail.
| If your situation is⦠| Use this template |
|---|---|
| Company has an existing PAC and needs board-level spending limits | Board Resolution Adopting Campaign Contribution Limitations Policy |
| Board needs to authorize formation of a separate segregated fund (PAC) | Board Resolution Establishing a Political Action Committee |
| Board is adopting a broader ethics and political activity code of conduct | Code of Ethics and Business Conduct Policy |
| Company needs a standalone employee political activities policy | Employee Political Activity Policy |
| Board is adopting a general corporate governance policy manual | Corporate Governance Policy |
| Organization needs to document all board actions in a single record | Board Meeting Minutes |
| Board is ratifying prior political expenditures retroactively | Board Resolution Ratifying Prior Actions |
Why it matters: The resolution authorizes and incorporates the policy by reference β if no exhibit is attached, there is no operative policy document and the resolution has no substantive effect.
Fix: Draft the full policy text as a standalone Exhibit A, attach it before the board votes, and confirm the exhibit is included in every filed copy.
Why it matters: A threshold that says 'material contributions require prior approval' without specifying an amount or designating an approver is unenforceable β employees and officers cannot follow a standard that isn't defined.
Fix: Set specific dollar figures for each approval tier and designate the exact title of the officer with approval authority at each tier.
Why it matters: Dozens of states impose stricter prohibitions than federal law on corporate political contributions β a policy limited to FEC compliance will leave the company exposed in states where it operates or makes political expenditures.
Fix: Have counsel map every state where the company operates or donates and confirm the policy's prohibitions meet or exceed each applicable state standard.
Why it matters: A public commitment to disclose political spending that goes unfulfilled is worse than no commitment β proxy advisors flag it as a governance deficiency and activist shareholders use it as evidence of board inattention.
Fix: Name a specific officer responsible for producing the annual disclosure on a fixed date, and add the deliverable to the board's annual compliance calendar.
Replace every [COMPANY LEGAL NAME] placeholder with the exact registered corporate name as it appears in your articles of incorporation. Include the state of incorporation in the introductory recitals.
π‘ Use the name exactly as filed with your state's secretary of state β not a trade name or abbreviation β so the resolution is unambiguous in the corporate minute book.
Enter the date the board voted on the resolution. Note whether it was adopted at a duly noticed meeting or by unanimous written consent, and confirm that quorum requirements were satisfied.
π‘ For written consent resolutions, verify your jurisdiction's requirements β some states require that written consents be unanimous rather than majority-based.
Review the scope section and confirm that every contribution type relevant to your company is explicitly listed β trade association dues with political use, ballot measure spending, and in-kind contributions should each be addressed, not left to implication.
π‘ Have your compliance team pull a list of all political payments made in the prior 12 months and verify the scope language captures every category.
Replace the [AMOUNT] placeholders in the approval tiers with actual figures that reflect your company's typical political spending levels. Calibrate the board-approval threshold to catch material contributions without burdening the board with routine small donations.
π‘ A common structure for mid-size companies is: General Counsel approval up to $2,500; CEO + GC approval up to $25,000; Board approval above $25,000.
If your company administers a PAC, confirm that the voluntary participation language and anti-coercion provisions align with the PAC's existing FEC-filed solicitation policy. If no PAC exists, note that the section is not applicable or remove it to avoid confusion.
π‘ Any discrepancy between the board resolution and the PAC's FEC-filed policy creates an inconsistency that could surface in an enforcement inquiry β reconcile both documents simultaneously.
Fill in the specific title β and optionally the name β of the officer responsible for maintaining the Contribution Log and delivering the annual compliance report to the board.
π‘ Name a backup designee so that responsibility does not lapse during officer transitions or leaves of absence.
Prepare the full Campaign Contribution Limitations Policy as a separate document and attach it to the resolution as Exhibit A. The resolution text references and incorporates the exhibit β without the attachment, the resolution is incomplete.
π‘ Date Exhibit A to match the resolution date and include a header referencing the resolution title so the two documents are clearly linked.
Once signed or consented to by the required board members, file the executed resolution β with Exhibit A attached β in the corporate minute book alongside the other board resolutions for the applicable fiscal year.
π‘ Distribute a copy to General Counsel, the Chief Compliance Officer, and your corporate secretary simultaneously so everyone working from the same operative version.
It is a formal corporate governance document in which a company's board of directors votes to enact written restrictions on the organization's political spending β covering direct contributions, PAC funding, trade association payments used for political purposes, and related expenditures. The resolution records the board's authority, rationale, and vote, while the attached policy sets the operative rules officers and employees must follow.
Companies adopt these policies for three primary reasons: to comply with federal and state campaign finance laws that prohibit or limit corporate political spending, to respond to shareholder proposals or proxy advisor expectations around political spending transparency, and to reduce reputational and legal risk from unauthorized or controversial political contributions made without board oversight.
At the federal level, corporations are prohibited from making direct contributions from treasury funds to candidates for federal office under the Federal Election Campaign Act. Corporations may fund a separate segregated fund (PAC) using voluntary contributions from eligible individuals. State rules vary considerably β some states permit direct corporate contributions to state candidates up to a specified limit, while others impose an outright ban. Always verify applicable state law before making any contribution.
The resolution is the formal record of the board's vote β it records that the board acted, cites the authority for the action, and incorporates the policy by reference. The policy (typically attached as an exhibit) is the operative document containing the actual rules, thresholds, approval requirements, and compliance procedures. Both are needed: the resolution without the policy has no substantive content; the policy without the resolution lacks board authorization.
501(c)(3) organizations are prohibited from participating in or intervening in political campaigns for or against any candidate β a campaign contribution limitations policy is a critical governance safeguard to protect tax-exempt status. 501(c)(4) social welfare organizations may engage in some political activity but must ensure it is not their primary purpose. A written policy adopted by the board documents the organization's commitment to staying within applicable limits and demonstrates good governance to regulators and funders.
Best practice is an annual review timed to coincide with the start of each election cycle or fiscal year, whichever comes first. The policy should also be reviewed whenever there is a material change in federal or state campaign finance law, a change in the company's political spending activity, or a new shareholder proposal or proxy advisor recommendation that addresses political spending.
At minimum, a Contribution Log recording the date, amount, recipient, election or ballot measure, business purpose, and name of the approving officer for every covered contribution. Supporting documentation β approval emails, board minutes, and copies of any disclosure filings β should be retained alongside the log. FEC enforcement actions can run up to five years after the contribution, so records should be kept for at least that period.
The resolution itself is an internal corporate governance document and is not filed with government agencies. However, political contributions made pursuant to the policy β and any PAC activity β are subject to separate FEC disclosure reporting and applicable state campaign finance filing requirements. The resolution supports compliance but does not substitute for required contribution disclosure filings.
Board meeting minutes record the proceedings of a full board meeting β agenda items, discussions, votes, and attendees. A board resolution is a focused document recording a single specific board action and is typically attached to the minutes as an exhibit or adopted as a standalone written consent. Minutes provide context; the resolution is the operative authorization document.
A corporate governance policy is a broad framework document addressing the board's structure, roles, and oversight responsibilities across all governance topics. A campaign contribution limitations resolution is a targeted action document adopting one specific policy within that broader framework. The governance policy sets principles; this resolution enacts a concrete rule with dollar thresholds and approval requirements.
A code of ethics sets general standards of conduct for all employees and officers, including sections on political activity. A campaign contribution limitations resolution goes further by establishing specific dollar limits, approval tiers, a designated compliance officer, recordkeeping requirements, and board oversight β making it a compliance control document rather than a general principles statement.
A lobbying policy governs the company's engagement with legislators and regulators β direct advocacy, registered lobbyist relationships, and grassroots campaigns. A campaign contribution limitations policy governs financial contributions to political campaigns, parties, and PACs. The two policies are complementary but address distinct legal frameworks and disclosure regimes, and should be maintained as separate documents.
Banks and investment firms face heightened scrutiny from regulators and proxy advisors on political spending, making a board-authorized policy essential for governance ratings and regulatory examinations.
Healthcare companies with significant lobbying activity and PAC programs use this resolution to establish board-level controls that separate corporate treasury spending from voluntary PAC contributions.
Law firms, accounting firms, and consulting organizations adopt contribution limitations policies to manage partner-level political activity and protect the firm's nonpartisan client relationships.
Manufacturers with unionized workforces and active trade association memberships use this policy to document the separation between corporate political spending and union-related political activity.
| Path | Best for | Cost | Time |
|---|---|---|---|
| Use the template | Private companies and nonprofits establishing a written political contribution policy for the first time with straightforward PAC or no-PAC structures | Free | 1β2 hours |
| Template + professional review | Public companies, companies with active PACs, or organizations operating in multiple states with varying campaign finance restrictions | $500β$1,500 for a compliance counsel or election law attorney review | 3β5 business days |
| Custom drafted | Large public companies with significant PAC programs, active lobbying, and institutional shareholder scrutiny requiring a fully bespoke governance framework | $3,000β$8,000 for election law counsel | 2β4 weeks |
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