Board Resolution Format for Borrowing Money From Bank

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

IN LIEU OF A SPECIAL MEETING OF

[COMPANY FULL LEGAL NAME]

Document ID: BR-FIN-202X-01
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of [State of Incorporation]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional-grade corporate resolution framework is drafted to satisfy the statutory requirements for corporate borrowing under the General Corporation Law of the State of [State of Incorporation] (or equivalent state/national corporate statutes). This document constitutes a formal corporate action taken pursuant to statutory provisions governing action by unanimous written consent in lieu of a meeting. Legal counsel and corporate secretaries must verify that this resolution aligns with the specific quorum, voting, and notice requirements set forth in the Company’s Articles/Certificate of Incorporation and Bylaws. All bracketed variables must be completed with exact legal specificity prior to execution.

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RECITALS

WHEREAS, [Company Full Legal Name], a [State of Incorporation] corporation (the "Company"), having its principal place of business at [Principal Address], requires capital financing to fund ongoing operations, strategic initiatives, and corporate growth;

WHEREAS, [Bank/Financial Institution Name], having its principal office at [Bank Address] (the "Bank"), has offered to extend credit facilities to the Company in an aggregate principal amount not to exceed [Amount in USD] (USD [Written Amount]), subject to the terms and conditions of a definitive loan agreement, promissory note, and related security instruments (collectively, the "Loan Documents"); and

WHEREAS, the Board of Directors of the Company (the "Board") has reviewed the terms of the proposed credit facility and has determined, in the exercise of its fiduciary duties of care and loyalty, that entering into the Loan Documents and incurring such indebtedness is in the best interests of the Company and its shareholders.

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OPERATIVE RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions in all respects, effective as of the date first written above:

1. Approval of Credit Facility and Borrowing

The Company is hereby authorized to borrow from the Bank an amount up to [Amount in USD] (USD [Written Amount]) (the "Loan"), pursuant to such terms, covenants, interest rates, and repayment schedules as shall be contained in the Loan Documents to be executed by the Company and the Bank.

2. Authorization of Loan Documents

The form, terms, and provisions of the Loan Agreement, Promissory Note, Security Agreement, and any other agreements, instruments, or certificates required by the Bank in connection with the Loan (collectively, the "Loan Documents"), copies of which have been presented to and reviewed by the Board, are hereby approved in all respects. Any Authorized Officer (as defined herein) is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Loan Documents, with such changes, modifications, additions, or deletions as such officer deems necessary, appropriate, or advisable, such execution and delivery to be conclusive evidence of such approval.

3. Grant of Security Interest and Collateral Pledge

To secure the prompt payment, performance, and observance of all obligations of the Company under the Loan Documents, the Board hereby authorizes the Company to grant to the Bank a continuing security interest in and lien upon all or any designated portion of the personal property, assets, accounts receivable, inventory, equipment, and general intangibles of the Company, whether now owned or hereafter acquired, and wheresoever located. Any Authorized Officer is hereby authorized and directed to execute and deliver such security agreements, pledge agreements, financing statements (including UCC-1 financing statements), mortgages, and other collateral documents as the Bank may require to perfect such security interest.

4. Designation of Authorized Officers

Each of the following persons, holding the office indicated opposite their name, or any other officer holding a comparable executive or corporate title (each, an "Authorized Officer"), is hereby authorized, directed, and empowered, individually or jointly, to act on behalf of the Company to negotiate, execute, deliver, and perform all obligations under the Loan Documents, and any amendments, modifications, waivers, or supplements thereto:

• [Name of Officer 1], [Title, e.g., Chief Executive Officer]
• [Name of Officer 2], [Title, e.g., Chief Financial Officer / Secretary]
• [Name of Officer 3], [Title, e.g., President]

5. Ratification of Prior Actions

All acts, transactions, and agreements heretofore taken or entered into by any officer, director, agent, or employee of the Company in connection with the negotiation of the Loan, the preparation of the Loan Documents, or the application for credit with the Bank, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

6. Corporate Seal and Certifications

The Secretary or any Assistant Secretary of the Company is hereby authorized and empowered to affix the corporate seal of the Company to any Loan Document where required or appropriate, and to attest to the same. The Secretary or Assistant Secretary is further authorized to certify to the Bank copies of these resolutions, the Articles of Incorporation, the Bylaws, and the incumbency of the officers authorized to execute the Loan Documents, and the Bank is entitled to rely upon such certificates until written notice of any change is formally delivered to the Bank.

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GENERAL PROVISIONS & ADMINISTRATIVE CLAUSES

7. Severability

If any provision of these resolutions or the application thereof to any person or circumstance shall be held invalid or unenforceable to any extent, the remainder of these resolutions and the application of such provisions to other persons or circumstances shall not be affected thereby, and each provision shall be enforced to the greatest extent permitted by law.

8. Governing Law

These resolutions, the corporate actions authorized herein, and any questions regarding the validity, interpretation, or enforcement of this document shall be governed by, construed, and enforced in accordance with the internal laws of the State of [State of Incorporation], without regard to its conflict of laws principles.

9. Counterparts and Electronic Execution

This Unanimous Written Consent may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile, PDF, or other electronic means (including DocuSign or Adobe Sign) shall be effective as delivery of a manually executed counterpart of this consent.

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EXECUTION & SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board of Directors of [Company Full Legal Name], have executed this Unanimous Written Consent as of the Effective Date set forth above, pursuant to the applicable corporate statutes and the Bylaws of the Company.

FOR [COMPANY FULL LEGAL NAME]:

Director 1: Signature: _____________________________________
Printed Name: [Director 1 Name]
Title: Member of the Board of Directors
Date: [Date]

Director 2: Signature: _____________________________________
Printed Name: [Director 2 Name]
Title: Member of the Board of Directors
Date: [Date]

Director 3: Signature: _____________________________________
Printed Name: [Director 3 Name]
Title: Member of the Board of Directors
Date: [Date]

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ATTESTATION BY CORPORATE SECRETARY

I, the undersigned [Title, e.g., Corporate Secretary] of [Company Full Legal Name], do hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of the Company, and I have custody of the corporate records and minute books of the Company.
2. The foregoing resolutions were duly adopted by the unanimous written consent of the Board of Directors of the Company in lieu of a special meeting, in full compliance with the laws of the State of [State of Incorporation] and the Articles of Incorporation and Bylaws of the Company.
3. The persons listed in Section 4 of this document are the duly elected, qualified, and acting officers of the Company holding the respective titles indicated, and their signatures set forth above or on the Loan Documents are their genuine signatures.
4. These resolutions have not been amended, modified, superseded, or rescinded, and remain in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto executed my name and affixed the seal of the Company as of this [Day] day of [Month], [Year].

Signature: _____________________________________
Printed Name: [Secretary Name]
Title: Corporate Secretary
Company: [Company Full Legal Name]
Date: [Date]

(CORPORATE SEAL)

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization:

   • Open this template in Microsoft Word or Google Docs.
   • Utilize the Find and Replace function to substitute all bracketed placeholders (e.g., [Company Full Legal Name], [Amount in USD], [State of Incorporation]) with the precise factual data corresponding to the transaction. Ensure numerical and written currency amounts match perfectly.

2. Corporate Governance Verification:

   • Review the Company’s Articles of Incorporation and Bylaws to confirm that action by unanimous written consent in lieu of a meeting is expressly permitted under corporate governance rules.
   • Verify that the directors executing the consent constitute 100% of the seated members of the Board (or the required statutory quorum/voting threshold if written consent is not required to be unanimous in your jurisdiction).

3. Signatory Verification:

   • Confirm the legal names and corporate titles of all directors signing the resolution.
   • Verify that the officers designated to execute the bank loan documents (Section 4) possess active authority under corporate bylaws to bind the organization.

4. Digital Execution & Cryptographic Authentication:

   • Upload the finalized document to an institutional-grade digital signature platform such as DocuSign or Adobe Sign.
   • Route the document sequentially or in parallel to all members of the Board of Directors, followed by the Corporate Secretary for final attestation.
   • Ensure the digital audit trail (Certificate of Completion) capturing IP addresses, timestamps, and cryptographic hashes is downloaded and stored alongside the executed resolution.

5. Closing & Record Retention:

   • Provide a fully executed PDF copy of this resolution, accompanied by the Secretary’s Certificate, to the Bank's legal counsel as a mandatory closing condition precedent to the disbursement of loan funds.
   • File the original executed resolution and digital audit trail in the Company’s official Corporate Records Book / Minute Book under the appropriate fiscal year and corporate action registry.