Board Resolution for Authorized Person Template

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF [Company Legal Name]

DOCUMENT CONTROL

• Effective Date: [Date]
• Version Control: 1.0 (Production)
• Jurisdiction/Scope: State of [State of Incorporation] / Corporate Governance & Operational Authority

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This document is a legal template provided for operational convenience. Corporate resolutions carry significant legal liability and affect the governance rights of [Company Legal Name] (the "Company"). This template must be reviewed by qualified legal counsel licensed in the applicable jurisdiction prior to execution to ensure compliance with the Company’s Articles of Incorporation, Bylaws, and statutory requirements.

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1. RECITALS & DEFINITIONS

WHEREAS, the undersigned, constituting all of the members of the Board of Directors (the "Board") of [Company Legal Name], a [State of Incorporation] [corporation/limited liability company] (the "Company"), deem it to be in the best commercial interest of the Company to authorize, empower, and designate specific individuals to act on behalf of the Company for the execution of designated business operations, financial transactions, and legal instruments.

NOW, THEREFORE, BE IT RESOLVED, that the following definitions apply throughout this document:

• "Designated Person" means [Full Legal Name of Authorized Person], holding the title of [Title/Position].
• "Scope of Authority" means the specific operational, financial, and legal domains delegated under Section 2 herein.
• "Financial Institution" means any bank, credit union, investment firm, or commercial lender maintaining accounts for the Company.

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2. OPERATIVE CLAUSES & AUTHORIZED POWERS

SECTION 2.1: GENERAL OPERATIONAL AUTHORITY The Designated Person is hereby granted full power and authority to negotiate, execute, deliver, and perform—in the name of and on behalf of the Company—any and all contracts, agreements, leases, licenses, purchase orders, and commercial instruments where the monetary consideration or financial liability does not exceed [Dollar Amount, e.g., $50,000] per transaction, or is executed in the ordinary course of business.

SECTION 2.2: FINANCIAL AND BANKING TRANSACTIONS The Designated Person is authorized, empowered, and directed to:

1. Open, maintain, and close commercial bank accounts, lines of credit, and merchant processing accounts with any Financial Institution.
2. Endorse, deposit, draw, sign, and deliver checks, drafts, electronic fund transfers (ACH/wire), and orders for the payment of money drawn against Company funds.
3. Execute signature cards, corporate resolutions required by banking institutions, and Treasury management agreements.

SECTION 2.3: REGULATORY AND GOVERNMENTAL FILINGS The Designated Person is authorized to prepare, execute, and submit all necessary annual reports, tax filings, operational licenses, and regulatory compliance documents required by municipal, state, federal, or foreign governmental agencies.

SECTION 2.4: LIMITATIONS OF AUTHORITY Notwithstanding anything to the contrary herein, the Designated Person shall NOT have the authority to execute any of the following without prior express written unanimous consent of the Board:

1. Incur indebtedness, loans, or debt instruments exceeding [Dollar Amount, e.g., $100,000].
2. Sell, assign, lease, encumber, or otherwise dispose of all or substantially all of the Company’s assets.
3. Issue equity, stock options, convertible notes, or ownership units in the Company.
4. Initiate, settle, or compromise any litigation or legal proceeding exceeding [Dollar Amount, e.g., $25,000].

SECTION 2.5: RATIFICATION OF PRIOR ACTS Any and all acts performed by the Designated Person prior to the Effective Date of this Resolution that are within the scope of the authority granted herein are hereby ratified, confirmed, and approved as acts of the Company.

SECTION 2.6: RELIANCE BY THIRD PARTIES Third parties, including Financial Institution representatives, counterparties, and governmental authorities, are entitled to rely upon this Resolution as conclusive evidence of the authority of the Designated Person until receipt of written notice of revocation executed by a majority of the Board.

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3. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned, being all of the Directors of the Company, have executed this Unanimous Written Consent as of the Effective Date written above, pursuant to [Applicable State Statute, e.g., Section 141(f) of the Delaware General Corporation Law].

DIRECTOR SIGNATURES:

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Signature
Printed Name: [Director 1 Full Name]
Title: Director / Chairman of the Board
Date: [Date]

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Signature
Printed Name: [Director 2 Full Name]
Title: Director
Date: [Date]

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Signature
Printed Name: [Director 3 Full Name]
Title: Director
Date: [Date]

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CERTIFICATION BY CORPORATE SECRETARY:

I, the undersigned, being the duly elected, qualified, and acting Secretary of [Company Legal Name], hereby certify that the foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors adopted by the requisite vote of the directors on [Date], and that this resolution has not been amended, modified, or rescinded and remains in full force and effect.

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Signature (Corporate Secretary)
Printed Name: [Secretary Full Name]
Title: Corporate Secretary
Date: [Date]

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4. STEP-BY-STEP EXECUTION & ENFORCEMENT GUIDE

1. Review Governing Documents: Verify that the Company’s Articles of Incorporation/Organization and Bylaws/Operating Agreement permit action by written consent without a physical meeting (nearly all modern corporate statutes permit this).
2. Customize Fillable Fields: Replace all bracketed text (e.g., [Company Name], amounts, dates) with verified legal data. Do not leave placeholder brackets active in the execution copy.
3. Secure Director Signatures: Obtain physical or cryptographically secure digital signatures (e.g., DocuSign, Adobe Sign) from 100% of the active Board of Directors, unless the governing documents explicitly allow for majority-consent resolutions.
4. Corporate Secretary Certification: The Corporate Secretary must sign the certification block to authenticate the resolution for third-party entities (banks, vendors, government agencies).
5. Filing and Archiving:
   • File the executed document in the official Corporate Minute Book (physical or secure cloud storage).
   • Provide certified copies to Financial Institutions, legal counsel, and the Designated Person as proof of active authority.
6. Revocation Process: To terminate the authority granted herein, the Board must draft, execute, and deliver a formal Resolution of Revocation and notify all relevant third parties immediately in writing via certified mail or verifiable electronic delivery.