Board Resolution Format Emudhra

BOARD RESOLUTION: eMUDHRA DIGITAL SIGNATURE CERTIFICATE (DSC) AUTHORIZATION

Document ID: CORP-RES-DSC-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [Insert State/Country, e.g., Delaware, USA]

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LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate record. It is drafted to satisfy standard corporate governance requirements for the procurement and utilization of Digital Signature Certificates (DSCs) from eMudhra. Counsel assumes no responsibility for specific jurisdictional variations in corporate bylaws or regulatory filings. Users must verify internal delegation of authority limits (DoA) prior to execution.

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1. CORPORATE IDENTIFICATION & RECITALS

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME], HELD ON [DATE] AT [TIME] AT [PRINCIPAL ADDRESS].

WHEREAS, the Company requires secure digital identification for the purpose of executing electronic documents, regulatory filings, and encrypted communications; and

WHEREAS, the Board of Directors has identified eMudhra Limited as a licensed Certifying Authority (CA) capable of providing such digital identity services.

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2. OPERATIVE RESOLUTIONS

RESOLVED THAT the Company hereby approves the engagement of eMudhra Limited (the "Provider") for the issuance, renewal, and management of Digital Signature Certificates (DSC) for the authorized representatives of the Company.

RESOLVED FURTHER THAT the following individuals (the "Authorized Signatories") are hereby severally and jointly authorized to sign, execute, and deliver all applications, subscriber agreements, and identity verification documents required by eMudhra:

1. [Name of Director/Officer], [Title]
2. [Name of Director/Officer], [Title]

RESOLVED FURTHER THAT the Authorized Signatories are empowered to procure DSCs of such class (Class 2/Class 3) and validity period as deemed necessary for the Company’s operational requirements, not to exceed a total expenditure of [Amount in USD] per annum without further Board approval.

RESOLVED FURTHER THAT the Company shall indemnify and hold harmless eMudhra Limited from any claims arising from the misuse of the DSCs, provided the Company has adhered to the security protocols mandated by the Provider’s Certificate Practice Statement (CPS).

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3. TERMS OF ENGAGEMENT & LIABILITY

3.1 Scope of Services: The Provider shall issue DSCs in accordance with the Information Technology Act (or applicable jurisdictional equivalent) and the Provider’s current CPS.

3.2 Payment Terms: All fees associated with DSC issuance shall be invoiced by the Provider. The Company shall remit payment within [30] days of invoice receipt. Late payments shall accrue interest at a rate of [1.5%] per month.

3.3 Term & Termination: This authorization shall remain in effect until the expiration of the issued certificates or until revoked by a subsequent Board Resolution. The Company may terminate the engagement for convenience upon 30 days' written notice.

3.4 Limitation of Liability: In no event shall the Company’s aggregate liability to the Provider exceed the total fees paid for the specific DSC under dispute. The Provider’s liability is strictly limited to the terms defined in the Provider’s subscriber agreement.

3.5 Dispute Resolution: Any disputes arising from this resolution or the underlying service engagement shall be settled by binding arbitration in [City, Jurisdiction] under the rules of [Arbitration Association].

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4. EXECUTION & SIGNATURE BLOCKS

CERTIFIED AS A TRUE AND CORRECT RECORD:

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Name of Chairperson/Director] Title: [Chairperson / Managing Director] Company: [Company Legal Name] Date: [Date]

ATTESTATION BY SECRETARY:

Signature: _____________________________________ Printed Name: [Name of Corporate Secretary] Title: Corporate Secretary Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Open this document in your preferred word processor. Use the "Find/Replace" function to replace all bracketed items (e.g., [Company Full Legal Name]) with your specific entity data.
2. Authority Verification: Ensure the persons named as "Authorized Signatories" align with your existing Board Delegation of Authority (DoA) matrix.
3. Drafting Approval: Have legal counsel verify that this resolution does not conflict with your existing Articles of Incorporation or Bylaws.
4. Meeting Record:
   • Convene the Board meeting or initiate a "Resolution by Written Consent" if permitted by your jurisdiction.
   • Attach the minutes of the meeting to this document.
5. Execution:
   • Sign using a wet-ink signature or a qualified e-signature platform (e.g., DocuSign or Adobe Sign).
   • Ensure the Corporate Seal (if required by local law) is affixed to the signature block.
6. Filing:
   • Retain the signed original in the Corporate Minute Book.
   • Provide a Certified True Copy (CTC) to eMudhra’s representative or upload it to their partner portal during the identity verification phase.
7. Retention: This document must be retained for at least the duration of the DSC validity plus the statute of limitations for contract disputes in your jurisdiction (typically 3-7 years).