Establishing secure connection…Loading editor…Preparing document…

Resolution of the Board of Directors

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

Resolution of the Board of Directors

OF

A CORPORATION

This Resolution was adopted by the Board of Directors of , a business corporation, at a meeting of the Board of Directors held on the day of , 20 in accordance with the by-laws of the Corporation.

BE IT RESOLVED by the Board of Directors of as follows:

RESOLVED, that, based upon the recommendation of the President and Secretary of the Corporation, the Corporation hereby establishes the following dividend policy and directs the President and Secretary of the Corporation, working in conjunction with Corporate Counsel, implement the policy regarding the dividend distribution.

[The following are examples of various dividend policy statements]

Dividend Policy

In order to reward the shareholders, the Corporation intends to pay stable dividends continuously, while consideration must be given for the additional provision of corporate reserves from a viewpoint of safe and sound investment planning.

[List some of the corporate actions and reviews that produce considerations of investment planning that impact, positively and negatively, the likelihood of corporate dividends. For example: During the fiscal year ended , 20 , in the anticipation of the introduction of "Corrective Action" designed to enhance the profitability of the corporation, the Corporation has conducted a self-assessment of its assets and has made a significant amount of charge-off and provision for possible losses, in order to further improve its financial soundness.]

Conditions in the field of provide the Corporation significant opportunities for expansion and development of an enhanced business foundation for future development. Corporate efforts will continue to afford the Corporation excellent opportunities to increase operating efficiency by better employing economies of scale as we refine our organizational structure. The Corporation will make efforts to be in a position to be better able to pay stable dividends continuously for the future periods.

Dividend Policy

Our shareholders are entitled to receive interim and final dividends, which are recommended by our board and, in the case of final dividends, approved by our shareholders.

Dividend Policy

The Company currently intends to continue paying regular cash dividends on a quarterly basis.

Dividend Policy

The Company makes the maintenance of a stable dividend its first principle, giving due consideration to achieving a balance between returning profits to shareholders and to securing sufficient funds for future development of its business. To this end, the Company considers efforts both to improve business results and to meet the expectations of its shareholders to be of the utmost importance.

Dividend Policy

The Company has never paid dividends on its Common Stock and has no intention of paying dividends for the foreseeable future. Management intends to use profits, if any, to expand its operations and to further develop operations as opposed to using such funds for dividend purposes.

Dividend Policy

The current dividend policy is to declare distributions in stock. Stock distributions will automatically be paid in newly issued shares of the Corporation unless otherwise instructed by the shareholder. The shares will be valued at the lower of the net asset value or market price on the payable date. Fractional shares will generally be settled in cash, except for registered shareholders with book entry accounts at the transfer agent who will have the whole and fractional shares added to their account.

If a distribution was declared in cash, it would then be subject to the Dividend Reinvestment Plan. Under the Dividend Reinvestment Plan, distributions declared in cash will automatically be paid in additional shares of the Fund, unless the Plan Agent is otherwise instructed.

Shareholders may request to be paid in cash instead of shares by responding to the bank, brokerage, or nominee who holds the shares if the shares are in “street name” or by filling out a form received from Bank if the shares are in registered form.

A description of the automatic Dividend Reinvestment Plan may be obtained by calling Bank.

The Corporation distributes annually all income and capital gains if earned. It is expected that dividends, if any, will be declared after fiscal year-end and will be payable for that year before the end of January.

SO RESOLVED, this the day of , 20 .

Director

Director

Director

CERTIFICATE

I, , Secretary of , a Corporation, do hereby certify that the above resolution was adopted by the Board of Directors of the Corporation on the day of , 20 .

DATED this the day of , 20 .

Respectfully submitted,

Enter text✕

What a Board Resolution Is and when it's used

A Resolution of the Board of Directors is a formal written record of a corporate board's decision approving a specific action or policy. It documents authority granted to officers or agents, records the vote and quorum, and provides an auditable corporate record for banks, counterparties, and regulators. Resolutions are adopted at a convened board meeting or by unanimous written consent in accordance with the corporation's bylaws and applicable state law. The document typically references the meeting date, the exact motion, and the signatures of authorized officers for verification.

Why a clear board resolution matters

A properly drafted resolution creates clear legal authority, reduces disputes about who may act for the corporation, and supports compliance with banking and regulatory requirements. It also creates an auditable record for internal governance and external review.

Why a clear board resolution matters

Who prepares and relies on board resolutions

The Resolution of the Board of Directors is prepared and used by a small set of corporate roles who manage governance and transactions.

  • Corporate Secretary — Prepares the resolution text, records minutes, and files the signed resolution in the corporate minute book.
  • Chief Executive or CFO — Uses the resolution to exercise authorized powers, open bank accounts, or approve transactions.
  • Corporate Counsel or Outside Attorney — Reviews language for legal compliance and advises on state-specific requirements.

Clear role allocation speeds approval, execution, and distribution to third parties like banks or registrars.

Core elements to include in a professional board resolution

A professional resolution is concise, precise, and anchored to corporate records. Include a clear title, recital, resolved clauses, authorization language, execution block, and a reference to the minutes where the vote is recorded.

Title

A concise heading identifying the subject matter and action (for example, 'Resolution Authorizing Bank Accounts').

Recitals

Short background statements that explain why the board is acting and identify related facts or contract references.

Resolved Clauses

Specific, numbered statements of what the board approves, including limits, conditions, and any delegation of authority.

Authorization

Language naming officers or agents empowered to execute documents, specifying scope and dollar limits where applicable.

Execution Block

Signature lines for officers with printed names, titles, and dates; note if attestation by secretary is required.

Minutes Reference

A cross-reference to the meeting minutes or unanimous written consent that documents the vote and quorum.

Step-by-step: adopt and finalize a board resolution

Follow these sequential steps to draft, adopt, and distribute a valid board resolution.

  • 01
    Draft the Resolution: Prepare precise resolved clauses and authorization language for review.
  • 02
    Board Consideration: Place the resolution on the meeting agenda or circulate unanimous written consent.
  • 03
    Record the Vote: Document quorum and vote in minutes; attach the resolution to minutes.
  • 04
    Execute and Distribute: Have authorized officers sign and provide the signed resolution to banks and counterparties.

Configuring an online workflow to complete the resolution

Set up a digital workflow to collect signatures, authenticate signers, and retain an audit trail for corporate records.

Document Upload Upload the resolution template as PDF or DOCX for consistent formatting.
Template Fields Place signature, name, title, and date fields where officers sign and attest.
Signer Roles Define role order (e.g., Chair then Secretary) to match corporate execution practice.
Authentication Require email verification, SMS code, or stronger authentication for high-value transactions.
Audit & Storage Enable an immutable audit trail and export copy for the corporate minute book.

Where to send or file the signed resolution

Once signed, distribute the resolution to internal and external recipients required to rely on the action.

  • Corporate Records: File the signed resolution and minutes in the corporate minute book for governance and audit purposes.
  • Banks and Financial Institutions: Deliver certified copies or bank-specific resolution forms when opening accounts or authorizing signers.
  • Counterparties: Provide signed resolutions to vendors or acquirers as evidence of delegated authority.
  • Regulators or Filers: Attach resolutions to filings only when statutory or regulatory processes require board approval.

Digital signing and format needs for eSubmission

Use an eSignature platform that preserves an audit trail, supports standard file formats, and offers signer authentication.

  • File Formats: PDF and DOCX are standard for legal reliability and long-term archiving.
  • Authentication: Email verification or SMS code is commonly accepted; stronger methods may be required for high-risk actions.
  • Integrations: Integrate with document storage or ERPs (Salesforce, NetSuite, Google Workspace) for streamlined records.

Typical timing and processing expectations

Some actions tied to a resolution have time-sensitive steps; plan for internal approvals and external acceptance windows.

Adoption Date:

Adopt at a meeting or by unanimous written consent; that date sets effective authority.

Effective Date:

Often the adoption date or a specified future MM/DD/YYYY effective date in the resolution.

Bank Processing:

Banks may require up to 5–10 business days to verify and activate new signatories.

Third-Party Reliance:

Counterparties typically request certified copies within 1–2 weeks of execution.

Record Retention:

File signed resolution in minutes immediately; retain digital copy with an audit trail.

Key milestones from draft to corporate records

A short milestone sequence helps track responsibility and expected timing for each stage of adoption and distribution.

01

Draft Approval

Legal and management review the draft before board consideration.

02

Board Meeting

Board votes and records quorum in the minutes.

03

Execution

Authorized officers sign the resolution and secretary attests if required.

04

Distribution

Provide certified copies to banks, counterparties, and file in minute book.

Consequences of an incorrect or incomplete resolution

Invalid Authority: Third parties may reject actions lacking properly documented authorization.
Bank Rejection: Banks can refuse to add signatories or open accounts without acceptable resolution form.
Contract Risk: Contracts signed without proper authority may be unenforceable.
Regulatory Exposure: Noncompliance can trigger administrative inquiries or fines in regulated industries.
Corporate Veil Risk: Poor records can weaken limited liability protections in litigation.
Audit Findings: Internal or external audits can flag missing minutes or uncertified resolutions.

Common preparation and execution mistakes

  • Failing to confirm quorum before voting, which can invalidate the action.
  • Using vague delegation language that does not specify limits or conditions.
  • Not recording the vote and attaching a signed resolution to minutes.
  • Allowing the wrong officer to sign without explicit authorization named in the resolution.

Security and compliance practices for storing signed resolutions

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Access Controls: Role-based permissions and SSO for minute book access
Audit Trail: Immutable timestamped logs for signature attribution
HIPAA Consideration: Execute a BAA where PHI is involved
Backup: Redundant backups with regular integrity checks
Compliance: SOC 2 Type II and ISO 27001 controls for enterprise environments

Real-world examples of using digital signatures for governance documents

Organizations use eSignatures to finalize board approvals remotely and to centralize minute-book records.

Optica Ventures LLC

Optica used digital signing for governance paperwork to speed approvals.

  • The interface was described as simple and customer-friendly.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties

A real estate founder processed corporate authorizations and closing-related resolutions online.

  • Mobile and offline signing supported transactions on site.
  • "I can process and execute all of these documents online with 100% compliance and built-in security."

eSignature vendor pricing and capability overview relevant to corporate resolutions

A concise comparison of common eSignature options for executing board resolutions; signNow is listed first per vendor ordering 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 Yes Yes Yes Yes Yes
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about board resolutions

Answers to common questions on validity, signatures, notarization, revocation, storage, and electronic execution of board resolutions.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users