Board Resolution Template Signature Authority

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF [Company Legal Name]

DOCUMENT CONTROL & METADATA

• Effective Date: [Date of Execution]
• Document Version: 1.0
• Jurisdiction / Governing Law: State of [State of Incorporation], United States
• Corporate Scope: Authorization of Corporate Signature Authority and Banking/Operational Signatories

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1. LEGAL NOTICE & DISCLAIMER

NOTICE: This document is a template drafted by elite corporate legal counsel for general informational and operational structuring purposes. It does not constitute formal legal advice. Corporate laws vary significantly by jurisdiction, charter documents, and bylaws. The user and adopting entity are solely responsible for ensuring that this resolution complies with all applicable state corporate statutes, the entity's Articles of Incorporation/Certificate of Formation, and existing Bylaws or Operating Agreements. Consult qualified legal counsel prior to execution.

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2. RECITALS & DEFINITIONS

WHEREAS, [Company Legal Name], a [State of Incorporation] [Corporation / Limited Liability Company] (the "Company"), is duly organized and validly existing under the laws of its jurisdiction of formation;

WHEREAS, the Board of Directors (the "Board") of the Company deems it to be in the best commercial and operational interests of the Company to establish, clarify, and authorize specific corporate signature authority and delegated banking/contractual powers;

NOW, THEREFORE, BE IT RESOLVED, that the following persons are designated with the operational, contractual, and financial powers set forth herein, effective as of the Effective Date.

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3. OPERATIVE CLAUSES & AUTHORIZED POWERS

3.1 Designated Officers and Authorized Signatories

The individuals holding the corporate offices or positions listed below (each, an "Authorized Signatory") are hereby granted the authority to bind the Company contractually, financially, and operationally, subject to the limitations contained herein:

1. [Full Legal Name of Officer 1], [Title, e.g., Chief Executive Officer]
2. [Full Legal Name of Officer 2], [Title, e.g., Chief Financial Officer]
3. [Full Legal Name of Officer 3], [Title, e.g., Vice President of Operations]

3.2 Scope of Contractual Authority

Each Authorized Signatory is individually and severally authorized, empowered, and directed, in the name of and on behalf of the Company, to negotiate, execute, deliver, and perform agreements, contracts, leases, licenses, purchase orders, and commercial instruments up to a maximum monetary threshold of $[Maximum Dollar Amount, e.g., 250,000.00] per single transaction or series of related transactions.

3.3 Limitations on Authority

Any single transaction, commitment, or series of related transactions exceeding $[Maximum Dollar Amount, e.g., 250,000.00] shall require:

• Option A: The joint signature of at least [Number, e.g., two (2)] Authorized Signatories; OR
• Option B: Prior express written approval and ratification by a majority vote of the Board of Directors.
• Prohibited Acts: No Authorized Signatory shall have the power to incur long-term bonded debt, pledge corporate assets as collateral outside the ordinary course of business, merge, dissolve, or sell substantially all corporate assets without specific, ad-hoc authorization via a separate resolution of the Board.

3.4 Banking, Depository, and Financial Accounts

The Authorized Signatories are authorized to establish, maintain, and operate corporate bank accounts, lines of credit, and merchant accounts with [Name of Financial Institution] (the "Bank"). The Bank is authorized to honor, receive, and pay all checks, drafts, electronic fund transfers (EFTs), or other orders for the payment of money drawn in the Company's name, signed by any [Number, e.g., one (1) / two (2)] of the designated Authorized Signatories.

3.5 General Power of Attorney & Implementation

The Authorized Signatories are hereby authorized, empowered, and directed to take all such further actions, pay all fees, and execute and deliver all such further certificates, instruments, and documents as they may deem necessary, proper, or advisable to carry out the full intent and purpose of the foregoing resolutions.

3.6 Ratification of Prior Acts

All acts heretofore taken by any officer, director, or agent of the Company in connection with the transactions contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

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4. EXECUTION & SIGNATURES BLOCK

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

Director 1

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

Director 2

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

Director 3 (If Applicable)

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

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Certification by Corporate Secretary:
I, the undersigned [Secretary Name], Corporate Secretary of [Company Legal Name], hereby certify that the foregoing is a true, correct, and complete copy of the resolutions adopted by the unanimous written consent of the Board of Directors in accordance with the charter and bylaws of the Company, and that said resolutions have not been modified, amended, or rescinded and are in full force and effect.

Secretary Signature: _____________________________________
Date: [Date]

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5. STEP-BY-STEP EXECUTION & ENFORCEMENT GUIDE

1. Review Charter Constraints: Cross-reference the limits set in Section 3.2 and 3.3 against your company’s Articles of Incorporation and Bylaws/Operating Agreement to ensure consistency.
2. Fill All Fields: Replace every bracketed placeholder (e.g., [Company Name]) with accurate corporate data. Do not leave blank fields.
3. Secure Signatures: Collect physical or secure electronic signatures (e.g., DocuSign, Adobe Sign) from 100% of the active members of the Board of Directors (if utilizing unanimous written consent without a meeting).
4. Corporate Secretary Certification: Have the Corporate Secretary sign the certification block to attest that the document was properly adopted.
5. Filing and Archiving:
   • File the executed original within the official Corporate Minute Book.
   • Provide certified copies to third parties requiring proof of authority, such as commercial banks, financial institutions, key vendors, and counterparties.
6. Annual Review: Re-evaluate and renew these resolutions annually or whenever there is a turnover in corporate officers or adjustments to spending thresholds.