Board Resolution Format for Digital Signature

BOARD RESOLUTION: AUTHORIZATION FOR ELECTRONIC SIGNATURES AND DIGITAL EXECUTION PROTOCOLS

Document ID: BR-E-SIG-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Province, Country]

LEGAL DISCLAIMER AND NOTICE

This document is a template provided for informational purposes as a baseline for corporate governance. It does not constitute legal advice. Laws governing electronic signatures (e.g., UETA, ESIGN Act, eIDAS) vary significantly by jurisdiction. The user assumes full responsibility for ensuring this resolution complies with the specific bylaws of the Corporation and the statutes of the Governing Jurisdiction. Consult with corporate counsel before adoption.

I. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company") is organized and existing under the laws of [Governing Jurisdiction];

WHEREAS, the Board of Directors (the "Board") of the Company desires to modernize the execution of legal instruments, contracts, and corporate documents to ensure operational efficiency;

WHEREAS, the Board recognizes that modern electronic signature technologies provide sufficient security and authentication to satisfy the requirements for legally binding signatures under applicable law;

II. OPERATIVE RESOLUTIONS

Section 1: Adoption of Electronic Signature Policy The Board hereby resolves that the Company is authorized to utilize electronic signature platforms (including, but not limited to, DocuSign, Adobe Sign, or similar platforms) to execute, deliver, and store documents, contracts, and instruments of the Company. Any document executed via an electronic signature platform in accordance with this Resolution shall be deemed to have been signed by the authorized signatory as if such document had been signed by hand with a physical signature.

Section 2: Authorization of Signatories The individuals holding the following positions within the Company are hereby authorized and directed to execute documents on behalf of the Company using electronic signature methods:

1. [Insert Title, e.g., Chief Executive Officer]
2. [Insert Title, e.g., Chief Financial Officer]
3. [Insert Title, e.g., General Counsel]

Section 3: Binding Effect The use of an electronic signature shall have the same legal force and effect as a handwritten signature for all purposes under the laws of [Governing Jurisdiction], provided that the electronic signature process utilized creates a verifiable audit trail (including IP addresses, timestamps, and identity verification logs).

Section 4: Record Retention and Security The Secretary of the Company is directed to maintain a digital repository of all electronically signed instruments. The Company shall ensure that all electronic records are stored in a manner that ensures integrity, retrievability, and accessibility for the duration of the statute of limitations applicable to such instruments.

Section 5: Miscellaneous Provisions

• Severability: If any provision of this resolution is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
• Entire Agreement: This resolution constitutes the entire understanding of the Board regarding the authorization of digital signature protocols and supersedes any prior conflicting directives.

III. EXECUTION AND CERTIFICATION

CERTIFICATION OF SECRETARY: I, [Name of Secretary], the duly elected and acting Secretary of [Company Full Legal Name], hereby certify that the foregoing is a true and correct copy of the resolution adopted by the Board of Directors at a meeting held on [Date], at which a quorum was present and voting, and that said resolution has not been modified or rescinded.

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Name of Secretary/Authorized Signatory] Title: [Title / Role] Company: [Company Full Legal Name] Date: [Date]

IV. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Preparation (Word/Google Docs):

   • Fill all bracketed fields [ ] with precise corporate data.
   • Ensure the "Governing Jurisdiction" matches the state or country of incorporation.
   • Remove all instructional text and brackets before finalizing the document.

2. Verification of Signatory Authority:

   • Review the Company’s Bylaws to ensure the individuals listed in Section 2 possess the delegated authority to bind the Company to contracts.
   • If the signatory is a Board member, ensure the meeting minutes reflect the quorum and the affirmative vote.

3. Executing via Digital Signature Platform:

   • Upload the finalized PDF to your chosen platform (DocuSign/Adobe Sign).
   • Assign the "Signing Role" to the Secretary.
   • Enable "Audit Trail" features to ensure the final document contains the Certificate of Completion (which captures the metadata of the signers).

4. Record Retention:

   • Store the "Certificate of Completion" alongside the signed Resolution in the Company’s Minute Book (physical or digital).
   • Ensure the document is backed up in a redundant, encrypted cloud-based Document Management System (DMS) to satisfy the "Record Retention" requirement in Section 4.