Board Resolution Format for Internet Banking

CERTIFIED CORPORATE BOARD RESOLUTION: AUTHORIZATION FOR INTERNET BANKING SERVICES

Document ID: CORP-RES-IB-2024-001
Effective Date: [Date]
Version: 1.0
Governing Jurisdiction: [State/Country]

1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This document is provided for informational and drafting purposes only and does not constitute formal legal advice. The enforceability of this resolution is subject to the specific Bylaws, Articles of Incorporation, and applicable corporate statutes of the jurisdiction in which [Company Full Legal Name] is domiciled. Counsel recommends verification of the "Authorizing Resolution" requirements mandated by the specific financial institution intended to provide the internet banking services.

2. CORPORATE RECITALS

WHEREAS, [Company Full Legal Name] (the "Company"), a corporation duly organized and existing under the laws of [Jurisdiction], maintains its principal office at [Principal Address];

WHEREAS, the Board of Directors (the "Board") has determined that it is in the best interest of the Company to establish, maintain, and utilize internet banking facilities, electronic funds transfer services, and online cash management portals (collectively, the "Services") provided by [Name of Financial Institution] (the "Bank");

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the execution of all agreements, applications, and indemnity documents required by the Bank to activate and maintain said Services.

3. OPERATIVE CLAUSES

SECTION 1: AUTHORIZATION OF SERVICES The Company is hereby authorized to enter into an agreement with the Bank for the provision of internet banking services. The scope of such services shall include, but not be limited to: balance inquiry, internal and external wire transfers, ACH originations, bill payment, remote deposit capture, and user access management.

SECTION 2: DESIGNATED AUTHORIZED SIGNATORIES The following individuals (the "Authorized Signatories") are hereby empowered to act on behalf of the Company to execute, deliver, and perform any and all agreements, online enrollment forms, and secondary authorization protocols required by the Bank:

1. [Name], [Title]
2. [Name], [Title]
3. [Name], [Title]

SECTION 3: SCOPE OF AUTHORITY & LIMITATIONS The Authorized Signatories are empowered to set transaction limits, assign user roles, designate internal administrators, and bind the Company to the Bank’s Standard Terms and Conditions for Electronic Banking. Any transaction involving a transfer of funds exceeding [Amount in USD] shall require the joint approval of at least two (2) Authorized Signatories.

SECTION 4: INDEMNIFICATION The Company hereby agrees to indemnify and hold the Bank harmless from any and all claims, damages, liabilities, or expenses (including reasonable attorney fees) arising from the Bank’s reliance upon this Resolution, provided that the Bank has acted in good faith and in accordance with the instructions provided by the Authorized Signatories.

SECTION 5: TERMINATION OF AUTHORITY This authorization shall remain in full force and effect until the Bank receives a certified copy of a subsequent Board Resolution revoking or modifying these powers. The Secretary of the Company is instructed to notify the Bank immediately in writing regarding any changes to the status of the Authorized Signatories.

SECTION 6: MISCELLANEOUS This Resolution constitutes the entire agreement regarding the authorization of internet banking services. If any provision of this Resolution is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Resolution shall be governed by the laws of [Governing Jurisdiction].

4. EXECUTION & SIGNATURE BLOCKS

CERTIFICATION BY CORPORATE SECRETARY: I, the undersigned, Secretary of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the Resolution duly adopted by the Board of Directors of the Company at a meeting held on [Date], and that such Resolution has not been rescinded or amended.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Secretary Name] Title: Secretary / Authorized Representative Company: [Company Legal Name] Date: [Date]

FOR [BANK / COUNTERPARTY]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Utilize a word processor to replace all bracketed items (e.g., [Company Full Legal Name]) with actual corporate data. Ensure the [Amount in USD] reflects the company's internal fiscal control policy.
2. Board Approval: Present this draft at a formal Board meeting. Ensure the adoption of the resolution is recorded in the official Corporate Minute Book.
3. Signatory Verification: Ensure the persons listed as "Authorized Signatories" have the requisite corporate authority per your company's Bylaws.
4. Execution:
   • Physical: Print on corporate letterhead. Sign in blue ink. Affix the corporate seal if required by your bylaws or the Bank.
   • Digital: Use DocuSign or Adobe Sign for audit-trailed execution. Ensure the "Certificate of Completion" is attached to the final PDF.
5. Bank Submission: Deliver the signed, certified resolution to your Bank’s commercial relationship manager.
6. Record Retention: Maintain the original signed copy in the Company’s permanent legal archives for a period of no less than seven (7) years post-termination of the banking relationship.