The Board Approval of Indemnification Agreement is one of a group of documents that formally chronicles the approval of a “resolution” by your startup’s board of directors. A resolution is a decision or objective that has been voted on (and was agreed to) by your startup’s board members. The process of formal documentation is generally reserved for important or significant resolutions – examples of this sort are the approval of a Restricted Stock Award, and the issuance of stock options to a given individual. Many less-impactful decisions involving your startup will be discussed and voted on by board members (replacing a non-critical vendor or changing the appearance of your employees’ uniforms might qualify), however – while these should always be recorded – they do not require formal documentation.
The Board Approval of Indemnification Agreement allows your startup’s board of directors to sanction the indemnification of an officer or director, or an entity (such as a venture firm which has appointed one or more of its own directors to your startup’s board) against personal liability if your startup is the defendant in a legal action. The role of your startup’s board members and its stockholders (compare this document to the document Stockholder Approval of Indemnification Agreement) with respect to choosing the indemnitee(s) is mostly passive. The president and vice president(s) of your startup will be responsible for making any such decisions. The Board Approval of Indemnification Agreement simply gives board members an opportunity to put their stamp on it.