Are electronic signatures valid on a written action?

Yes when they meet ESIGN Act (15 U.S.C. ch. 96) and state law requirements such as UETA or New York’s ESRA; ensure intent, consent, attribution, and record retention are demonstrable.

Who must sign a board written action?

Typically the consenting directors required to meet quorum under the corporation’s bylaws; the corporate secretary often certifies the record for the minute book.

Is notarization required for the action?

Not generally required for corporate written consents, but third parties or certain filings may request notarized or certified copies; verify with counterparties or state filing requirements.

How do I correct an executed written action?

If an error is discovered, prepare a corrective action or ratification resolution signed by the board, and attach it to the original record in the minute book.

Can a director revoke consent after signing?

Revocation depends on bylaws and timing; a signed consent that becomes part of corporate records is typically effective once executed by the required number of directors.

What if quorum was not present?

If quorum was lacking, the written action may be void; boards should validate quorum before relying on the action and consider re-approval with proper quorum or seek legal counsel.

Electronic Signature
Templates
Miscellaneous
Board Meeting Written Action

Board Meeting Written Action

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

WRITTEN ACTION OF THE BOARD OF DIRECTORS

Company Name: Date of Written Action:

WHEREAS

WHEREAS, the Board of Directors of has reviewed the terms and documentation presented to the Board regarding the proposed agreement with (the "Vendor") to provide services described herein; and

WHEREAS, the Board has determined that entering into the proposed agreement and delegating authority to officers to finalize and execute the agreement is advisable, fair to, and in the best interests of the Company.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby approves, authorizes and directs the Company to enter into an agreement with the Vendor on substantially the terms described in this Written Action, and to take all actions necessary or advisable to effectuate the agreement.

FURTHER RESOLVED that , in the capacity of , is authorised, empowered, and directed to negotiate, finalize, execute, deliver and perform any and all documents and instruments on behalf of the Company necessary to carry out the foregoing resolution.

FURTHER RESOLVED that the actions of the officers and agents of the Company in negotiating and preparing the agreement are hereby ratified, confirmed and approved in all respects, and that such officers and agents are authorized to approve non-material changes and to take such other actions as they deem necessary to carry out the terms of the agreement.

SCOPE OF WORK

Summary of services to be provided (scope):

PAYMENT TERMS

Total Payment Amount: Payment Schedule and Milestones: Late Payment Fee:

TERM AND TERMINATION

Term Start Date: Term End Date (or event):

Notice Period for Termination:

Unless otherwise provided in the executed agreement, the Company may terminate the agreement for convenience upon providing written notice in accordance with the notice period specified above; termination for cause may be immediate if the other party materially breaches its obligations and fails to cure within any applicable cure period.

CONFIDENTIALITY

The parties shall treat all information exchanged in connection with the agreement and these negotiations as confidential. Such confidential information shall not be disclosed to any third party except as required by law or with the prior written consent of the disclosing party. The receiving party shall use at least the same degree of care to protect confidential information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Additional confidentiality obligations (if any):

GOVERNING LAW

This Written Action and any resulting agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

The form and substance of any definitive agreement executed by the Company and the Vendor shall constitute the entire agreement between the parties with respect to the subject matter thereof and shall supersede all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating thereto.

CERTIFICATION OF WRITTEN ACTION

The undersigned, being the duly appointed Secretary of the Company, hereby certifies that the actions set forth above were taken by unanimous written consent of the Board of Directors, or otherwise in accordance with the Company's bylaws and applicable law, and that the same are in full force and effect as of the date set forth below.

Directors executing written consent (list names):

Chair of the Board — Printed Name:

By (Signature):

Date:

Corporate Secretary — Printed Name:

By (Signature):

Date:

What a Board Meeting Written Action Is

A Board Meeting Written Action is a formal corporate record documenting decisions approved by a board of directors without convening a physical meeting. It records the resolution text, effective date, voting results, and signatures of consenting directors, and it is filed with the corporation’s minute book as the official corporate act. Written actions often replace convened meetings for routine approvals, certificate filings, or time-sensitive matters when corporate bylaws and applicable state law permit action by written consent instead of an in-person or virtual meeting.

Why a Written Action Is Useful for Boards

A Board Meeting Written Action streamlines decision-making, creates a clear compliance record, and reduces scheduling delays while preserving the legal effect of board resolutions. It is enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state electronic transaction laws such as UETA, subject to statutory exceptions and corporate governance rules.

Who Typically Prepares and Signs a Written Action

Corporate officers, corporate secretaries, and in-house counsel most often prepare board written actions, with directors providing signatures or electronic consent.

Corporate Secretary: Prepares resolution text and retains executed document in minute book.
General Counsel: Reviews legal sufficiency and statutory compliance for the resolution.
Directors: Sign or electronically consent to indicate approval and meet quorum requirements.

Organizations rely on clear signatory authority and recordkeeping to ensure actions are binding and defensible in audits or disputes.

Step-by-Step: Completing a Board Meeting Written Action

Follow these four core steps to prepare, approve, and record a valid written action under typical corporate governance rules.

01

Draft Resolution: Prepare clear operative language and cite authority in bylaws.
02

Confirm Quorum: Verify bylaws quorum and director eligibility before seeking consent.
03

Obtain Consent: Collect signed or electronic consents from required directors.
04

Record Minutes: File the executed action in the corporate minute book and records.

How the Written Action Process Flows

This sequence describes the typical routing from draft to recorded corporate record when using a written action.

Prepare Document: Draft the resolution and supporting exhibits.
Legal Review: Counsel verifies statutory and bylaw compliance.
Collect Signatures: Directors sign physically or electronically.
Archive Record: Place executed action in minute book.

Digital Workflow Settings for eSubmission

Recommended configuration choices when sending a Board Meeting Written Action for electronic signature and recordkeeping.

Field	Configuration
Signer Order	Use parallel signing for directors when order is not required.
Authentication	Use email plus SMS OTP for moderate assurance.
Audit Trail	Enable full audit trail with timestamps and IP addresses.
Retention	Set retention to company policy plus legal minima.

Technical Considerations for Electronic Delivery

Choose a platform that supports secure e-signatures, audit trails, and exportable signed PDF/A records for corporate retention.

File Formats: PDF, DOCX supported
Integrations: Works with Google Workspace
Security: TLS and AES-256

Confirm the vendor supports your required authentication levels, a legally admissible audit trail, and export options for your minute book or corporate filings.

Comparing eSignature Vendors for Board Actions

Pricing and basic feature availability across leading eSignature vendors. signNow is listed first per vendor-comparison convention.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/yr	Varies	Varies	Varies

Core Components of a Professional Written Action

A fully compliant Board Meeting Written Action contains specific elements that demonstrate authority, approval, and traceability.

Resolution Heading

A clear title and preamble stating the corporate name, meeting type (written action), and statutory authority or bylaw section permitting written consent.

Operative Clauses

Numbered clauses that precisely state each approval, authorization, or direction, avoiding ambiguous or open-ended language.

Effective Date

Explicit effective date for the action and any retroactivity language if the board intends it to take effect earlier.

Quorum Statement

Declaration that a quorum exists or that the required majority of directors have consented in accordance with bylaws.

Signatory Block

Printed name, director title, signature, and date for each consenting director; officer certification if required by bylaws.

Minute Book Reference

Statement directing the corporate secretary to insert the executed written action into the official minute book or record repository.

Security and Compliance Elements to Verify

Encryption: TLS 1.2/1.3, AES-256

Audit Trail: Timestamps, IP addresses

ESIGN/UETA: Legal framework compliance

HIPAA Support: BAA available

21 CFR Part 11: Compliant option

SOC and ISO: SOC 2 Type II, ISO 27001

Principal Risks When the Action Is Defective

Invalid Approval: Action may be legally void

Fiduciary Challenge: Directors exposed to litigation

Tax Consequences: Incorrect reporting penalties

Regulatory Breach: Industry fines possible

Recordkeeping Failure: Audit or compliance risk

Signature Dispute: Enforceability questions arise

Common Mistakes to Avoid

Failing to confirm bylaws permit action by written consent instead of a meeting; absent authority, the resolution can be voided and subject to legal challenge.
Not recording the exact vote tally or quorum information; lacking this detail undermines proof of valid board approval during audits or disputes.
Using vague language in operative clauses that fails to clearly delegate authority, describe transactions, or set limits on officers’ execution powers.
Collecting inconsistent or mismatched signer names and titles; mismatched names versus official records can delay certification or third-party reliance.

Key Timing Considerations and Deadlines

Board written actions have timing points that affect effectiveness, filings, and third-party reliance—track these dates carefully.

Effective Date Selection:

Determine whether action is immediate, retroactive, or future-dated and record clearly.

Document Execution:

Collect all signatures by the date required for quorum or the effective date.

Filing Requirements:

File any required corporate amendments or certificates within state deadlines.

Notice to Stakeholders:

Deliver certified copies to banks or counterparties promptly when required.

Record Retention:

Insert the executed action into the minute book immediately after execution.

Milestone Timeline for a Written Action

A concise milestone sequence helps manage approvals, signature collection, and record insertion for a timely, defensible corporate act.

01

Draft Resolution

Prepare precise language and supporting exhibits for review.

02

Legal and Bylaw Review

Confirm quorum rules and authority to act in writing.

03

Signature Collection

Obtain signed or electronic consents from required directors.

04

Record and Distribute

File in minute book and distribute certified copies as needed.

Frequently Asked Questions About Written Actions

Answers to common questions about validity, electronic signatures, and best practices for Board Meeting Written Actions.

Need help? Contact support

Are electronic signatures valid on a written action?
Yes when they meet ESIGN Act (15 U.S.C. ch. 96) and state law requirements such as UETA or New York’s ESRA; ensure intent, consent, attribution, and record retention are demonstrable.
Who must sign a board written action?
Typically the consenting directors required to meet quorum under the corporation’s bylaws; the corporate secretary often certifies the record for the minute book.
Is notarization required for the action?
Not generally required for corporate written consents, but third parties or certain filings may request notarized or certified copies; verify with counterparties or state filing requirements.
How do I correct an executed written action?
If an error is discovered, prepare a corrective action or ratification resolution signed by the board, and attach it to the original record in the minute book.
Can a director revoke consent after signing?
Revocation depends on bylaws and timing; a signed consent that becomes part of corporate records is typically effective once executed by the required number of directors.
What if quorum was not present?
If quorum was lacking, the written action may be void; boards should validate quorum before relying on the action and consider re-approval with proper quorum or seek legal counsel.

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