Board Resolution Sample with Notary

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF [COMPANY FULL LEGAL NAME]

IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS

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DOCUMENT CONTROL & CLASSIFICATION

• Document Title: Omnibus Board Resolution Authorizing Execution of Major Transactional Agreement, Banking Authorities, and Commercial Undertakings
• Document Identification Number: CR-BR-[YYYYMMDD]-[001]
• Effective Date: [Effective Date]
• Corporate Entity: [Company Full Legal Name], a corporation organized and existing under the laws of the State of [State of Incorporation] (the "Corporation")
• Governing Law / Jurisdiction: General Corporation Law of the State of [State of Incorporation] (e.g., Delaware General Corporation Law, 8 Del. C. § 141(f))
• Document Classification: Confidential — Corporate Record / Minute Book Exhibit

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT STATUTORY NOTICE:
This document constitutes a formal corporate record and unanimous written consent of the Board of Directors of the Corporation executed pursuant to the statutory authority of the corporate code of the State of [State of Incorporation] and the Corporation’s Certificate of Incorporation and Bylaws. The authorizations set forth herein empower designated officers to bind the Corporation legally, financially, and operationally. Before execution, corporate counsel must confirm that this resolution conforms to any shareholder agreements, investor rights agreements, credit facilities, or restrictive covenants applicable to the Corporation. Any alteration, falsification, or unauthorized notarization of this instrument renders it void and may expose signatories to civil liabilities and criminal penalties under state and federal law.

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PARTIES, BACKGROUND, AND RECITALS

This Unanimous Written Consent of the Board of Directors (this "Resolution") is adopted and entered into as of [Effective Date], by the undersigned, constituting all of the members of the Board of Directors (the "Board") of [Company Full Legal Name], having its principal executive office located at [Principal Corporate Address, City, State, ZIP] (the "Corporation"), with reference to the following facts, premises, and corporate determinations:

WHEREAS, the Corporation desires to enter into a definitive commercial engagement, master services agreement, and underlying transactional instruments (collectively, the "Transaction Documents") with [Counterparty Full Legal Name / Client Full Legal Name], a [State of Organization / Entity Type], having its principal place of business at [Counterparty Principal Address] (the "Counterparty");

WHEREAS, the Board has reviewed, evaluated, and considered the scope, commercial viability, legal liabilities, and operational impacts of the Transaction Documents, including all related exhibits, schedules, statements of work, and performance milestones;

WHEREAS, the Board has determined that entering into the Transaction Documents and engaging the Counterparty under the terms and operational conditions summarized herein is fair, advisable, reasonable, and in the best commercial interests of the Corporation and its stockholders;

WHEREAS, the Bylaws of the Corporation and the corporate statutes of the State of [State of Incorporation] permit the Board to take action without a meeting if all members of the Board consent thereto in writing, and the writings are filed with the minutes of the proceedings of the Board; and

WHEREAS, to facilitate the prompt execution, legal certainty, and institutional enforceability of the Transaction Documents, the Board desires to formally authorize, empower, and direct specific executive officers of the Corporation to execute, deliver, verify, acknowledge, and perform all obligations required thereunder.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions with immediate legal effect:

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OPERATIVE RESOLUTIONS & LEGAL TERMS

1. APPROVAL OF TRANSACTION DOCUMENTS AND SCOPE OF ENGAGEMENT

RESOLVED, that the Corporation is hereby authorized to enter into, execute, deliver, and fully perform its obligations under the Transaction Documents with the Counterparty, substantively in the form presented to the Board, which contemplates an engagement under which the Corporation and Counterparty will execute commercial, technological, operational, or consulting deliverables (the "Scope of Services"); and be it

FURTHER RESOLVED, that the Authorized Officers (as defined herein) are authorized to negotiate, refine, amend, and finalize the specific tasks, timelines, deliverables, performance standards, service level agreements (SLAs), and key performance indicators (KPIs) associated with such Scope of Services, provided that such modifications do not materially degrade the rights, remedies, or financial posture of the Corporation as approved herein.

2. APPROVAL OF COMPENSATION, INVOICING, AND MONETARY COMMITMENTS

RESOLVED, that the Corporation is authorized to commit financial resources, incur obligations, and make payments to the Counterparty (or receive payments therefrom, as applicable) up to an aggregate baseline amount of $[Amount in USD] (the "Authorized Expenditure Cap"), payable according to the following baseline payment terms:

1. Milestones and Invoicing: Invoices shall be rendered upon completion and institutional acceptance of predetermined milestones or on a net thirty (30) day billing cycle following presentation of valid, itemized tax invoices.
2. Late Payment Penalties: Any overdue balances shall accrue interest at the maximum statutory rate permissible under governing law, or one and one-half percent (1.5%) per month, whichever is lower, calculated daily from the due date until paid in full.
3. Escalations: Any expenditure, liability, or contractual modification exceeding the Authorized Expenditure Cap by more than ten percent (10%) shall require prior written approval, amendment, or ratification by the Board.

3. TERM, TERMINATION PROTOCOLS, AND REMEDIES

RESOLVED, that the transactional term authorized shall commence on [Effective Date] and continue for an initial term of [Term Duration, e.g., twelve (12) months], unless earlier terminated in accordance with the following authorized parameters:

1. Termination for Convenience: The Corporation shall retain the right to terminate the relationship for convenience upon providing not less than [Notice Period, e.g., thirty (30)] days’ prior written notice to the Counterparty, subject only to payment for services satisfactorily rendered and non-cancelable third-party direct expenses incurred prior to notice.
2. Termination for Cause and Cure Periods: In the event of a material breach by either party of any provision of the Transaction Documents, the non-breaching party may terminate the engagement if such breach remains uncured for a period of [Cure Period, e.g., fifteen (15)] calendar days following receipt of detailed written notice specifying the breach.
3. Insolvency Termination: The Corporation is authorized to terminate the agreement immediately upon written notice if the Counterparty files a petition in bankruptcy, becomes insolvent, initiates assignment for the benefit of creditors, or suffers the appointment of a receiver.

4. INTELLECTUAL PROPERTY ALLOCATION AND WORK MADE FOR HIRE

RESOLVED, that all right, title, and interest in and to any inventions, designs, source code, data architectures, technical documentation, methodologies, processes, and works of authorship developed, conceived, or reduced to practice by the Counterparty (or the Corporation, as applicable) pursuant to the Scope of Services shall be strictly assigned to and owned exclusively by the Corporation; and be it

FURTHER RESOLVED, that to the extent any such deliverables constitute copyrightable subject matter, they shall be deemed "work made for hire" within the meaning of the United States Copyright Act (17 U.S.C. § 101 et seq.) for the sole benefit of the Corporation. In the event any deliverable does not qualify as a work made for hire by operation of law, the Counterparty must irrevocably assign, transfer, convey, and quitclaim to the Corporation, worldwide and in perpetuity, all rights, titles, ownership, copyrights, patents, trade secrets, and other proprietary interests therein, free and clear of all liens, claims, and encumbrances.

5. MUTUAL CONFIDENTIALITY AND DATA GOVERNANCE

RESOLVED, that the Transaction Documents must contain institutional-grade, mutual confidentiality, non-disclosure, and trade secret protection covenants, requiring the Counterparty to:

1. Hold all Proprietary Information (including, without limitation, source code, financial projections, customer data, and Board deliberations) in the strictest confidence, utilizing at least the same degree of care it uses to protect its own sensitive data, but not less than a reasonable degree of institutional care.
2. Restrict disclosure solely to employees, contractors, and legal/financial advisors with a verified "need to know" who are bound by non-disclosure agreements no less restrictive than those governing the Corporation.
3. Maintain technical, administrative, and physical safeguards consistent with industry standards (e.g., SOC 2, ISO 27001, GDPR, or CCPA/CPRA, as applicable) to prevent unauthorized access, exfiltration, or breach of corporate data.
4. Promptly return or irreversibly destroy all corporate information upon termination of the engagement, providing a senior officer’s written certificate of compliance.

6. REPRESENTATIONS AND WARRANTIES

RESOLVED, that the Authorized Officers are authorized to exchange reciprocal corporate representations and warranties with the Counterparty, ensuring that:

1. Each party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
2. Each party holds full corporate power, legal authority, and board authorization to execute the Transaction Documents, and that such execution does not violate any existing contract, statute, or judicial decree.
3. Deliverables, products, and services provided will be original, free from material defects, free from malicious software, and will not infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party.

7. RISK ALLOCATION: INDEMNIFICATION AND LIMITATION OF LIABILITY

RESOLVED, that the Authorized Officers shall negotiate and finalize comprehensive risk allocation provisions subject to the following corporate constraints:

1. Indemnification: The Counterparty shall indemnify, defend, and hold harmless the Corporation, its affiliates, directors, officers, employees, and agents from and against all third-party claims, liabilities, losses, damages, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Counterparty's: (a) gross negligence or willful misconduct; (b) breach of confidentiality or data privacy obligations; (c) infringement of third-party intellectual property rights; or (d) breach of applicable laws.
2. Limitation of Liability: Neither party shall be liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages. Any aggregate monetary liability cap for direct damages negotiated by the Authorized Officers shall not apply to breaches of confidentiality, gross negligence, intentional misconduct, or third-party intellectual property indemnity obligations.

8. DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW

RESOLVED, that the Transaction Documents shall be governed by, and construed in accordance with, the laws of the State of [Governing Law State], without regard to its principles of conflicts of law; and be it

FURTHER RESOLVED, that any controversy, dispute, or claim arising out of or relating to the Transaction Documents shall be submitted to mandatory, binding arbitration administered by the American Arbitration Association (AAA) or JAMS in [City, State], before a single neutral arbitrator selected in accordance with the commercial arbitration rules of the administering body. Judgment on the award rendered by the arbitrator may be entered and enforced in any court having competent jurisdiction. Nothing herein shall preclude either party from seeking preliminary injunctive relief or emergency equitable remedies in a court of competent jurisdiction to protect its intellectual property or confidential information pending arbitration.

9. MISCELLANEOUS CONTRACTUAL TERMS

RESOLVED, that the Transaction Documents shall incorporate standard institutional boilerplate, including:

1. Severability: If any term is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
2. Entire Agreement: The Transaction Documents shall supersede all prior understandings, representations, and discussions.
3. Counterparts: The agreement may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be legally binding.

10. APPOINTMENT OF AUTHORIZED OFFICERS AND OMNIBUS AUTHORITY

RESOLVED, that the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, and the Secretary of the Corporation (each such individual, an "Authorized Officer" and collectively, the "Authorized Officers") are, and each of them individually hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and deliver the Transaction Documents and any related instruments, certificates, notices, statements of work, or ancillary agreements, with such changes, modifications, additions, or deletions as the Authorized Officer executing the same shall approve, such execution and delivery to be conclusive evidence of such approval and the approval of this Board; and be it

FURTHER RESOLVED, that all actions heretofore taken by any director, officer, employee, or agent of the Corporation in connection with the transactions contemplated by these resolutions are hereby fully adopted, ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Corporation; and be it

FURTHER RESOLVED, that this Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including via PDF, DocuSign, or certified digital execution platform) shall have the same legal force and effect as original manual signatures.

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FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being all the members of the Board of Directors of [Company Full Legal Name], have executed this Unanimous Written Consent as of the Effective Date first written above.

FOR [COMPANY FULL LEGAL NAME] (BOARD OF DIRECTORS):

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

Signature: _____________________________________
Printed Name: [Director 2 Full Legal Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Director 3 Full Legal Name]
Title: Director
Company: [Company Full Legal Name]
Date: [Date]

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CORPORATE SECRETARY CERTIFICATION

I, [Corporate Secretary Full Name], Corporate Secretary of [Company Full Legal Name], do hereby certify under penalty of perjury that:

1. I am the duly elected, qualified, and acting Secretary of the Corporation, and I have custody of the records, minutes, and corporate seal of the Corporation.
2. The foregoing resolutions were unanimously adopted by the Board of Directors of the Corporation via Unanimous Written Consent dated [Effective Date], in compliance with the Certificate of Incorporation and Bylaws of the Corporation and applicable corporate statutes of the State of [State of Incorporation].
3. The foregoing resolutions have not been amended, modified, superseded, annulled, or revoked, and remain in full force and effect as of the date of this certificate.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on this _____ day of ____________, 20.

FOR [COMPANY FULL LEGAL NAME] (SECRETARY ATTESTATION):

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

(Affix Corporate Seal Below)

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NOTARY PUBLIC ACKNOWLEDGMENT (JURAT / CERTIFICATE)

State of _____________________ )
) ss.
County of ____________________ )

On this _____ day of ________________, 20, before me, the undersigned Notary Public in and for said State and County, personally appeared [Corporate Secretary Full Name], who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within Corporate Secretary Certification, and acknowledged to me that they executed the same in their authorized capacity as Corporate Secretary of [Company Full Legal Name], and that by their signature on the instrument, the entity on behalf of which the person acted executed the instrument under authority of its Board of Directors.

I certify under PENALTY OF PERJURY under the laws of the State of _____________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official notarial seal.

Signature of Notary Public: _____________________________________
Printed Name of Notary Public: [Notary Public Printed Name]
Commission Number: _____________________________________
My Commission Expires: _____________________________________

(Affix Notary Stamp / Official Seal Below)

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STEP-BY-STEP EXECUTION & FILING GUIDE

Follow this procedural protocol to ensure institutional enforceability, clean minute book maintenance, and proper external compliance:

1. Software Editing & Field Completion

• Open this template in Microsoft Word, Google Docs, or an enterprise contract lifecycle management (CLM) platform.
• Utilize the global find-and-replace command (Ctrl+H or Cmd+Shift+H) to complete all standardized bracketed prompts:
  • [Company Full Legal Name] — Insert exact legal entity name as registered with the Secretary of State (including comma placement, "Inc.", "LLC", etc.).
  • [State of Incorporation] — Identify the governing corporate domicile (e.g., Delaware, California).
  • [Counterparty Full Legal Name / Client Full Legal Name] — The full registered name of the contracting partner.
  • [Amount in USD] — The authorized expenditure cap.
  • [Effective Date] — The date this corporate authorization goes into effect.

2. Verification of Signatory Authority

• Cross-reference current stock ledger and Board registers to ensure every active, sitting director executes the Unanimous Written Consent. If even one director fails to sign, this consent cannot substitute for a formal board meeting under DGCL § 141(f) or MBCA § 8.21.
• Verify that the Corporate Secretary signing the certification is formally recorded as such in corporate filings.

3. Execution Mechanics (Digital vs. Wet-Ink Notarization)

• Electronic Execution: If executing electronically via DocuSign, Adobe Sign, or similar ESIGN/UETA-compliant platforms, verify that your target jurisdiction accepts Remote Online Notarization (RON). Ensure identity verification protocols (KBA / credential analysis) are enabled.
• Wet-Ink & In-Person Execution: If required by commercial counterparties, lenders, title agencies, or foreign jurisdictions:
  1. Print the document on clean white legal/letter bond paper.
  2. All directors execute the signature blocks in blue or black permanent ink.
  3. The Corporate Secretary signs the Certification page in the physical presence of a commissioned Notary Public.
  4. The Notary Public inspects government-issued photo identification, completes the acknowledgment block, applies their ink stamp, and signs the jurat.
  5. Affix the Corporation’s mechanical embosser or wet corporate seal adjacent to the Secretary's signature.

4. Corporate Record Retention & Audit Trails

• Minute Book: Place the fully executed, certified, and notarized original instrument into the Corporation’s official Minute Book (under the "Resolutions" or "Written Consents" tab).
• Digital Repository: Upload a high-resolution color scan (PDF/A format) containing the digital certificate of completion (audit log) to the Corporation's secure digital vault (e.g., Box Governance, Carta, Ironclad).
• Counterparty Presentation: Provide a certified copy of the Secretary Certification and Notarization pages to the Counterparty, bank, title company, or external counsel as indisputable evidence of officer authority to execute the underlying agreement.