Can a resolution be signed electronically?

Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.

Is notarization required for member resolutions?

Generally no. Most states do not require notarization for internal member resolutions, but counterparties or title companies may request notarized copies for specific transactions; check the receiving party's requirements.

Who must sign the resolution?

Signatories should follow the operating agreement: typically the authorizing members or an authorized officer. The resolution should list printed names, titles, signature lines, and dates to avoid disputes about authority.

How do I amend or revoke a resolution?

Adopt a subsequent resolution expressly amending or revoking the prior action, record the amendment in the minute book, and distribute updated copies to affected third parties as needed.

How should executed resolutions be stored?

Store originals in the company minute book, keep digital copies as tamper-evident PDFs, and maintain audit trails. Retain per applicable retention rules (see retention_timeline).

What if a third party rejects the resolution?

Clarify the rejection reason, provide supporting documents (operating agreement excerpt, member consents), consider notarization or a certified copy, and consult counsel to remediate authority defects.

Electronic Signature
Templates
Miscellaneous
Membership Member Resolution

Membership Member Resolution

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

MEMBERSHIP MEMBER RESOLUTION

Meeting Information

Organization Name Resolution Number

Date of Meeting: Location of Meeting:

Recitals (Whereas)

WHEREAS, the members of the organization identified above (the "Organization") convened in accordance with the Organization's governing documents and applicable law to consider certain corporate actions; and

WHEREAS, Member Name: is a member in good standing and presented proposals requiring member approval; and

WHEREAS, the meeting at which this resolution was considered was duly noticed and a quorum of the voting members was present as required by the Organization's governing instruments.

Resolution

NOW, THEREFORE, BE IT RESOLVED that the members hereby adopt the following resolutions by the vote indicated below and authorize the actions described in this document.

Resolved Items

1. Admission/Change of Membership: The Admission/Change described as: is approved and effective as of Effective Date: .

2. Authority to Act: The officers and authorized representatives of the Organization are expressly authorized to execute, deliver and file all instruments, documents and take any actions reasonably necessary to carry out the intent of this resolution, including but not limited to signing agreements, amending membership records, and filing certificates as required by law.

3. Additional Approvals: The members further resolve that the Organization shall take the following actions as approved by this vote:

Select approved actions Authorize officer to execute transaction documents Approve amendment to bylaws as proposed Approve transfer or assignment of membership interest Other (describe in Scope of Action below)

Scope of Action / Authorized Activities

Voting and Quorum

A quorum was present: Yes

Vote Tally

Confidentiality

The members acknowledge that certain materials and records relating to this resolution may contain confidential or proprietary information. The Organization and its representatives shall restrict disclosure of such information except as required by law or with prior written consent of the disclosing member.

Governing Law and Miscellaneous

This resolution shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

If any provision of this resolution is held invalid or unenforceable, such invalidity or unenforceability shall not affect other provisions which can be given effect without the invalid or unenforceable provision.

This resolution constitutes the complete and entire agreement of the members with respect to the matters addressed herein and supersedes all prior agreements or understandings, oral or written, between the members with respect to such matters.

Certification

I hereby certify that the foregoing is a true and correct copy of the resolution adopted by the members of the Organization named above at a meeting held on and that said resolution is now in full force and effect.

Secretary / Certifying Officer Printed Name:

Member Representative:

Printed Name:

By:

Date:

Organization Officer:

Printed Name:

By:

Date:

What a Membership Member Resolution Is

A Membership Member Resolution is a formal written record used by an LLC or membership organization to document actions approved by its members. Typical uses include admitting or removing members, approving transfers of membership interests, delegating authority to managers or officers, and consenting to major transactions. The resolution captures the action taken, the effective date, the voting outcome or written consent, and any conditions or limitations. Kept in the company minute book or records, it serves as evidence of authority for banks, counterparties, and regulators.

Why a Clear Resolution Matters for Governance

A clear Membership Member Resolution documents member intent, prevents disputes, and demonstrates who is authorized to act on behalf of the entity.

Who Prepares and Relies on These Resolutions

Members, managers, corporate secretaries, and in-house counsel commonly prepare and approve Membership Member Resolutions for internal governance and external verification.

LLC members voting to admit, remove, or approve transfers of membership interests.
Managers or officers documenting delegated authority to execute contracts and financial transactions.
Corporate secretaries maintaining the company minute book and formal corporate records for compliance.

Banks, auditors, investors, and purchasers review resolutions when confirming authority, completing due diligence, or closing transactions.

Core components to include in a professional resolution

Including standard elements ensures the resolution is clear, enforceable, and dependable for both internal records and third-party reliance.

Title

A descriptive title naming the entity and meeting or consent type, e.g., 'Member Resolution of [LLC Name] — Written Consent of Members.'

Recitals

Brief background facts explaining why the resolution is needed, including references to operating agreement provisions or statutory authority permitting the action.

Resolved Action

A precise statement of the action approved (admit/remove member, transfer interest, authorize signing) with any limits or conditions spelled out.

Effective Date

The exact effective date for the action, or a formula (e.g., 'upon filing') to avoid ambiguity about when rights or duties arise.

Signatories

Names, titles, and signature lines for approving members or authorized officers, including printed name and date fields for each signer.

Certification

A certification clause by the recorder or corporate secretary confirming the resolution was adopted in accordance with the operating agreement and applicable law.

Key information required in the resolution

Member Name: Full legal name

Entity Name: Official LLC name

Action Summary: What is authorized

Effective Date: MM/DD/YYYY format

Voting Record: Vote counts or written consents

Signatory Details: Printed name, title, date

Step-by-step: Completing a Membership Member Resolution

Follow these steps to create a clear, legally useful resolution and to update corporate records after approval.

01

Draft the resolution: State the entity, action, and precise authority being granted.
02

Record voting outcome: Include who voted, the vote counts, or attach written consents.
03

Sign and date: All required signers must sign and date in the signature block.
04

File in records: Place the executed resolution in the minute book and share with affected parties.

Configuring an online resolution workflow

Set up required fields, signer order, and authentication to match your governance rules when using an eSignature platform.

Field	Configuration
Signer Authentication	Email link \| SMS code \| ID verification
Signer Order	Sequential or parallel workflow
Required Fields	Signatures, dates, printed names
Audit Trail	Enable IP, timestamp, and certificate

Where to send or file the executed resolution

After execution, distribute the resolution to internal and external recipients who need evidence of the action.

Company Records: Place original or certified copy in the minute book.
Bank or Lender: Provide a signed copy to confirm signing authority.
Counterparties: Attach to related contracts or closing documents.
State Filings: Generally not filed with Secretary of State unless statutory requirement exists.

Digital signing and technical format considerations

Use eSignature platforms that support PDF/DOCX formats, audit trails, and optional signer authentication to meet governance needs.

File Formats: PDF, DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, ID verification

Timelines and recommended processing steps

Adopt internal deadlines to ensure timely execution, record updates, and distribution after member approval.

Effective Date Entry:

Specify the effective date on the face of the resolution when approving the action.

Record Update:

Update the membership ledger and minute book within 5 business days of execution.

Bank Notification:

Provide executed resolution to bank or lender prior to signing related financing documents.

Third-party Distribution:

Send copies to counterparties and counsel within 10 business days.

Amendments:

Record amendments promptly and attach them to the original resolution.

Common mistakes to avoid when preparing a resolution

Using informal language or vague authority descriptions that later create ambiguity about scope of approval.
Failing to record the voting method, quorum, or percentage required under the operating agreement.
Mismatched or abbreviated legal names that cause banks or title companies to reject the document.
Not attaching supporting documents such as written consents, operating agreement excerpts, or contracts referenced.

Risks and consequences of incorrect or incomplete resolutions

Contract Rejection: Bank or counterparty refusal

Dispute Risk: Increased litigation exposure

Operational Delay: Transaction or closing delays

Regulatory Scrutiny: Audit or compliance questions

Tax Impacts: Incorrect reporting or withholding

Record Defects: Minute book inconsistencies

Real-world examples of using signed resolutions

These short examples illustrate how organizations use member resolutions to confirm authority and complete transactions.

Martin Properties (Tim Martin)

The team used a member resolution to authorize a property sale and remote signing by managers.

The resolution specified signatory names and effective date.
The executed record satisfied the title company and bank without in-person signatures, and the company retained the resolution in its minute book for audit.

BIS (Dan Rotelli)

BIS adopted a written member resolution to delegate signing authority for vendor contracts.

The resolution named the authorized officer and limiting dollar thresholds.
Having a clear, signed resolution reduced contract turnaround time and provided the procurement team with an auditable authority record.

eSignature vendor comparison for signing Membership Member Resolutions

Compare typical starting prices and key capabilities useful for executing Membership Member Resolutions; signNow appears first per table 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 (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Membership Member Resolutions

Answers to common questions about validity, signatures, notarization, amendment, and recordkeeping for member resolutions.

Need help? Contact support

Can a resolution be signed electronically?
Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and record retention.
Is notarization required for member resolutions?
Generally no. Most states do not require notarization for internal member resolutions, but counterparties or title companies may request notarized copies for specific transactions; check the receiving party's requirements.
Who must sign the resolution?
Signatories should follow the operating agreement: typically the authorizing members or an authorized officer. The resolution should list printed names, titles, signature lines, and dates to avoid disputes about authority.
How do I amend or revoke a resolution?
Adopt a subsequent resolution expressly amending or revoking the prior action, record the amendment in the minute book, and distribute updated copies to affected third parties as needed.
How should executed resolutions be stored?
Store originals in the company minute book, keep digital copies as tamper-evident PDFs, and maintain audit trails. Retain per applicable retention rules (see retention_timeline).
What if a third party rejects the resolution?
Clarify the rejection reason, provide supporting documents (operating agreement excerpt, member consents), consider notarization or a certified copy, and consult counsel to remediate authority defects.

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