Resolutions must be certified to be legal, meaning that the board secretary, assistant secretary or other designated person verifies the resolution and certifies it by having the board president sign the resolution.
(1) A written resolution is passed when all eligible members have signified their agreement to it. (b) must be authenticated by the member or by someone acting on the member's behalf.
A resolution in writing signed by each director member will be effective as long as the constitutional documents do not preclude this approach, however we advise that the articles are drafted to expressly permit this type of decision-making.
Board Resolution Granting Signing Authority BE IT RESOLVED, that the board of directors hereunder authorizes Authorized Individual's Name, Position, to sign, execute, and endorse on behalf of Company Name for all financial transactions, legal documents, and other official agreements.
Document must be printed on company letterhead. PLEASE NOTE: A board resolution must be signed either by two existing company directors or by one existing director and the company secretary. In the event that a company only has one director, the document can be signed by the director and one independent witness.
A resolution is generally only signed by one director if a formal meeting does not take place – but that's rare. ing to , the resolution of the board of directors must be signed by all directors if the board meets formally to discuss the topics contained within minutes of the meeting.
How to write a board resolution Put the date and resolution number at the top. Give the resolution a title that relates to the decision. Use formal language. Continue writing out each critical statement. Wrap up the heart of the resolution in the last statement.
The resolution is approved when the majority of the board members vote “yes.” Provide a section for the board president's signature. The resolution is not complete without the board president's signature and the date they signed it. Some boards provide room for all the board's officers to sign resolutions.
Elements of a Certified Board Resolution Date when the resolution is passed by the board of directors. A designation of the party for whom the resolution is being prepared for and its address. Explanation of the action being taken by the board of directors and the reason for doing so. Name of the secretary.