Read the deed
Mark special rules on internal order.
Foundation board
Private foundation board resolutions: majority, chair and written votes
Private foundation board resolutions require consistent rules on notice, majority and records. This also applies to written resolutions.
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BRANDAUER Rechtsanwälte
Foundation law team, Salzburg and throughout Austria
Your matter is handled by a team combining corporate law, asset succession, real estate law and dispute resolution. We review the foundation declaration, board resolutions, information rights and liability issues and set out clear next steps. Mag. Bernhard Brandauer is responsible for the legal advice, supported by further specialised lawyers of the firm where the matter requires it.
17 August 2026, Mag. Bernhard Brandauer, Rechtsanwalt
A foundation board can act reliably only when its resolutions comply with the deed and the PSG. Majority is only one part of the review.
Notice, chair, participation, a tie and the record should be considered as one process.
This article explains how to review a resolution before implementation.
The basic rule
The basic rule
An organ with at least three members elects a chair and at least one deputy from among its members. Unless the deed provides otherwise, resolutions are generally passed by a simple majority of all members.
The deed may shape the internal order in more detail and must always be read with the statute.
Why preparation matters
Why preparation matters
A resolution is more than the voting result. Notice, agenda, participation and possible conflicts form part of the record.
In a tie, the statutory or deed-based rule may determine the result. The minutes should describe the vote clearly.
Written resolutions
Written resolutions
Written resolutions are possible if no member objects, unless the deed provides otherwise. The consent and exact wording should be provable.
An email chain without a clear motion, vote and result can make later review difficult.
Review matrix
Review a resolution before implementation
Documents, authority and implementation must fit together.
| Question | Rule | Record |
|---|---|---|
| How was it called? | Chair or permitted convocation | Notice and agenda |
| How is it decided? | Majority of all members or special rule | Participants and votes |
| Is a written resolution possible? | No objection and no contrary deed rule | Consents and wording |
Important: Before implementation, review the deed, authority and records together.
Process
From legal basis to reliable implementation
A fixed sequence keeps open questions visible.
- 01Step 101Step 1
- 02Step 202Step 2
Prepare the meeting
Secure notice, agenda and participation.
- 03Step 303Step 3
Record the vote
Document majority, result and dissent.
- 04Step 404Step 4
Implement the resolution
Compare authority and performance with the result.
Initial assessment
Private foundation board resolutions: majority, chair and written votes
Implementation should follow only after the formal review.
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Are notice and the form of the resolution traceable?
All paths at a glance
Overview of all answers.
The review can continue.
The resolution can be reviewed further in substance and practice.
Complete the basis first.
First document notice, deed and vote completely.
Frequently asked questions
Private foundation board resolutions: majority, chair and written votes
What majority applies? +
Unless the deed provides otherwise, resolutions generally require a simple majority of all members.
Are written resolutions permitted? +
Yes, if no member objects and the deed contains no contrary rule.
What should the minutes record? +
They should make notice, attendance, motion, vote, result and dissent traceable.
Topics
Private foundationFoundation deedFoundation boardRecordsPSG
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