Is an electronic signature acceptable?

Yes. Electronic signatures meet the ESIGN Act standard (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are present. Exceptions like wills or certain court filings still require conventional execution under state law.

Do members need to be present to vote?

Not always. The operating agreement governs attendance and voting methods; many LLCs permit written consents or proxy arrangements. Document the method used and attach signed consents to ensure enforceability and satisfy third-party reviewers such as banks or title companies.

When is notarization required for the resolution?

Most resolutions do not require notarization, but state law or third parties may ask for a notarized signature or an affidavit. If the resolution affects real property transfers or filings, check deed and county recording requirements and obtain notarization when requested.

Can votes be collected by written consent?

Yes. Written consents signed by the required vote threshold can substitute for in-person meetings if allowed by the operating agreement and state law. Include signature blocks, dates, and attestations, and retain original consent forms with corporate minutes for legal proof.

How long should resolutions be retained?

Retain resolutions for the active life of the company plus applicable statutory periods; a baseline is at least three years after termination, with longer retention for real estate, tax, or healthcare matters. See state and federal retention rules for specifics.

Are electronic records admissible in court?

Yes. Courts generally accept electronic records and signatures under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, if the record is reliably stored, attributable to the signer, and can be reproduced for the court; maintain audit trails to support admissibility.

Electronic Signature
Templates
Finance
Member and Manager Vote Resolution Document

Member and Manager Vote Resolution Document

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

MEMBER AND MANAGER VOTE RESOLUTION DOCUMENT

Meeting and Notice

A meeting of the Members and Managers of the company named above was duly called and held on at at .

The undersigned hereby certifies that notice of the meeting was given in accordance with the operating agreement and applicable law, and that a quorum was present for the transaction of business in accordance with the operating agreement.

Attending Members and Managers / Vote Tally

Members Present

Managers Present

The following is a true and correct record of the votes cast at the meeting and the resolutions adopted.

Resolutions

Resolved: General Authorization

The Members and Managers hereby authorize, approve, and ratify the actions of the officers and managers of the company to take any and all steps necessary to effectuate the matters set forth in these resolutions, including the execution and delivery of agreements, instruments and documents, and to do all acts and things necessary or desirable in connection therewith.

Resolved: Authorization to Borrow

The company is authorized to obtain indebtedness on the terms and conditions set forth below. The Manager or designated officer is authorized to negotiate, finalize, execute and deliver a promissory note, security agreement, and any ancillary documents necessary to evidence and secure such indebtedness, and to pledge, grant liens on, or encumber company assets to secure repayment, to the extent permitted by the operating agreement.

Principal Amount Interest Rate (annual) Maturity Date Repayment Terms (summary)

Resolved: Distributions and Payments

The Members authorize the following distribution or payment from company funds as described below. Such distribution is subject to compliance with the operating agreement and applicable law.

Distribution Amount Distribution Date Payee / Recipient

Additional Authorizations

The Members and Managers hereby authorize the opening and maintenance of bank accounts, the execution of IRS and state tax filings, and any filings or registrations required to carry out the foregoing. Authorized signatories on company accounts shall include the Manager and any other individual designated in writing by the Managers.

Designated Signatories / Authorized Persons

The company shall indemnify and hold harmless any person who acts in reliance on these resolutions to the fullest extent permitted by the operating agreement and law.

Ratification and Certification

The Members and Managers hereby ratify and confirm all prior acts taken in connection with the subject matter of these resolutions and certify that these resolutions are in full force and effect and have not been modified or rescinded.

Governing Law Effective Date of Resolutions

Record of Vote

The undersigned certify the following votes were cast with respect to each resolution described above. Use the Members Present and Managers Present fields above to provide a complete roll call if additional detail is required.

Outcome of Votes (summary)

Acknowledgment

The undersigned certify that the foregoing is a true record of the resolutions adopted by the Members and Managers of the company and that the persons signing below are authorized to execute this certification on behalf of their respective parties.

Member

Printed Name:

Signature:

Date:

Manager

Printed Name:

Signature:

Date:

What the Member and Manager Vote Resolution Document Is

The Member and Manager Vote Resolution Document records the formal decision made by an LLC's members and managers regarding a specific corporate action. It documents who voted, how each member voted, the date and location of the vote, the vote tallies, and the resolution language authorizing the action. Typical uses include approving major transactions, admitting or removing members, approving loans or real property transfers, and authorizing officers to execute documents. The resolution becomes part of the company's corporate record and supports later proof of authority for third parties and regulators.

Why a Clear Resolution Matters

A clear Member and Manager Vote Resolution Document creates an auditable record of decisions, reduces disputes over authority, and helps satisfy bank, counterparty, and regulator requests for proof of corporate action. It preserves corporate governance and provides transparency for internal and external stakeholders.

Who Typically Prepares and Relies on These Resolutions

Common users include LLC members, managers, corporate counsel, and third parties requiring written proof of an LLC decision.

Member-owners who vote on major transactions or governance changes and need a formal record.
Managers and managing members who execute company operations and require documented authority after a vote.
Banks, title companies, and counterparties that request written authorization or certified corporate records.

Keep copies with minutes and retain signed consents to support later audits, bank requests, or transactional closings.

Representative Signatories and Stakeholder Perspectives

Brian Fitzgibbons, COO

The company used a standardized resolution process to document member votes for investor admissions. The digital approach reduced questions from counterparties, provided auditable proof of authority, and streamlined post-closing administrative steps.

Bob Dutkowsky, CEO

Tech Data used a formal manager resolution to authorize a cloud services contract and delegate signing to an operations officer. Documented limits and explicit authority reduced procurement friction and helped legal and finance teams verify transaction authority quickly.

Step-by-Step: From Draft to Corporate Record

Follow this sequence to prepare, approve, and file a Member and Manager Vote Resolution Document correctly.

01

Prepare: Draft resolution language and attach necessary exhibits.
02

Notice: Provide notice per operating agreement or state law.
03

Vote: Record roll call, counts, and any written consents.
04

File: Include resolution in corporate minutes and distribute copies.

Digital Workflow Configuration for the Resolution

Configure a digital workflow that enforces signer order, authentication strength, and retention for the resolution document.

Field	Configuration
Signer Order	Require managers sign before members
Authentication	Enable email link plus SMS code
Reminders	Automated reminders at set intervals
Storage	Encrypted storage with audit trail retention

Four-Step Electronic Execution Flow

A four-step workflow for approving and distributing the resolution is outlined to guide efficient execution and recordkeeping.

Upload: Upload the draft resolution to your document platform.
Place Fields: Add signature, date, and name fields for each signer.
Authenticate: Choose authentication method: email, SMS, or SSO.
Archive: Export signed PDF and save with corporate minutes.

Platform and File Requirements for eSubmission

Typical platforms and file types for completing and distributing the resolution document electronically are described below.

Formats: PDF, Word DOCX, or fillable PDF.
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365.
Authentication: Email link, SMS code, or SSO.

Comparing eSignature Pricing and Compliance for This Document

Compare core pricing and compliance features for common eSignature vendors when preparing the Member and Manager Vote Resolution Document.

	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/year	Varies	Varies	Varies

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.

Certifications: SOC 2 Type II; ISO 27001; PCI DSS.

HIPAA: Compliant. BAA required for PHI.

21 CFR Part 11: Supports FDA record controls and e-sign timestamps.

ESIGN / UETA: Meets federal and UETA electronic signature standards.

Accessibility: WCAG 2.0 Level AA conformance.

Risks and Potential Consequences of Errors

Invalid Authority: Contracts may be unenforceable.

Bank Refusal: Banks may reject unverified signatures.

Recording Delays: Title or recording may be refused.

Tax Penalties: Incorrect filings can trigger IRS penalties.

I-9 Violations: Employment forms retained incorrectly risk fines.

Document Disputes: Disputes increase litigation risk and costs.

Common Preparation Issues to Avoid

Failing to record the method of voting (meeting vs written consent) leads to disputes over whether approval thresholds were met and can invalidate actions.
Using informal or ambiguous resolution language without clear authority, limits, or effective dates causes confusion for banks, title agents, and counterparty counsel.
Mismatched party names, incorrect ownership percentages, or missing signatures frequently delay acceptance by third parties and may require corrective ratification.
Not retaining original signed documents, notarizations, or written consents makes it difficult to prove authority during audits or litigation.

Real-World Examples of Resolution Use

Two real-world scenarios illustrate how a Member and Manager Vote Resolution Document resolves authority and supports transactions.

Optica Ventures

Optica Ventures used a formal member-manager resolution to document consent for admitting a new investor and updating ownership percentages.

This prevented ambiguity in subsequent capital calls.
By attaching the signed resolution and vote tallies to the corporate minute book, Optica provided banks and partners with immediate proof of authority, avoided delays in funding, and simplified future due diligence for potential acquirers and lenders.

Tech Data

Tech Data formalized manager votes to authorize a cloud services agreement and delegate signature authority to an operations officer, documenting limits and renewal terms.

This streamlined procurement approvals across departments.
Having the resolution on file allowed procurement and legal teams to execute vendor onboarding faster, reduced contract cycle time, and produced an auditable trail for compliance reviews and external auditors.

Practical Best Practices for Drafting and Storing Resolutions

Adopt these practices to ensure the resolution is clear, defensible, and accepted by third parties.

Draft precise resolution language and limits

Use explicit grant language stating the action authorized, any monetary or time limits, and the identities of authorized signers. Ambiguity in the operative clause is the most common cause of third-party rejection; include exhibit references as needed.

Document voting method and quorum requirements

Record whether votes were taken at a meeting, by written consent, or by proxy, and show quorum calculations. Attach meeting notices, agendas, and signed consents to prevent later challenges to the resolution's validity.

Use consistent legal names and references

Enter party names exactly as they appear in formation documents and avoid abbreviations. Mismatches between articles, member lists, and resolution headers can lead to rejection by banks and title companies and require corrective filings.

Retain originals, notary records, and audit trails

Keep signed originals or reliable electronic copies with notarizations, witness statements, and the platform audit trail. Ensure these materials are indexed in the corporate minute book for quick retrieval during due diligence or compliance audits.

Frequently Asked Questions about Execution and Validity

Answers to common questions about execution, validity, and records for the Member and Manager Vote Resolution Document are below.

Need help? Contact support

Is an electronic signature acceptable?
Yes. Electronic signatures meet the ESIGN Act standard (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and reliable record retention are present. Exceptions like wills or certain court filings still require conventional execution under state law.
Do members need to be present to vote?
Not always. The operating agreement governs attendance and voting methods; many LLCs permit written consents or proxy arrangements. Document the method used and attach signed consents to ensure enforceability and satisfy third-party reviewers such as banks or title companies.
When is notarization required for the resolution?
Most resolutions do not require notarization, but state law or third parties may ask for a notarized signature or an affidavit. If the resolution affects real property transfers or filings, check deed and county recording requirements and obtain notarization when requested.
Can votes be collected by written consent?
Yes. Written consents signed by the required vote threshold can substitute for in-person meetings if allowed by the operating agreement and state law. Include signature blocks, dates, and attestations, and retain original consent forms with corporate minutes for legal proof.
How long should resolutions be retained?
Retain resolutions for the active life of the company plus applicable statutory periods; a baseline is at least three years after termination, with longer retention for real estate, tax, or healthcare matters. See state and federal retention rules for specifics.
Are electronic records admissible in court?
Yes. Courts generally accept electronic records and signatures under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, if the record is reliably stored, attributable to the signer, and can be reproduced for the court; maintain audit trails to support admissibility.

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