Is an electronic signature valid on a members' resolution?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted when intent, consent, attribution, and reliable retention are demonstrated. For consumer-facing financial or healthcare records, ESIGN consumer disclosure requirements may apply.

Do resolutions need notarization to be enforceable?

Not usually; notarization is not universally required for corporate resolutions. However, some banks or third parties may require notarized or certified copies as a condition of acceptance, and certain instruments (e.g., deeds) may require notarization under state law.

Who can sign and certify a members' resolution?

Typically the presiding officer, corporate secretary, or an authorized manager signs the certification clause. The operating agreement may specify who can certify; follow those rules to ensure third-party acceptance.

What if the operating agreement sets a special voting threshold?

Adopted resolutions must comply with the operating agreement’s quorum and voting thresholds; failing to meet those rules can render a resolution void or subject to challenge in court.

How should signed resolutions be stored?

Retain signed originals or reliable electronic copies in the corporate minute book for at least the active period plus recommended retention timelines; include metadata and audit trails to prove authenticity.

Can a resolution be amended or revoked?

Yes. Amend or revoke by following the same approval and documentation procedures used to adopt the original resolution; retain prior versions and a clear amendment history to avoid disputes.

Electronic Signature
Templates
Miscellaneous
Organizational Members' Resolutions

Organizational Members' Resolutions

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

ORGANIZATIONAL MEMBERS' RESOLUTIONS

Company Name:

Meeting Date: Meeting Location:

WHEREAS

WHEREAS, the undersigned members hold the percentage interests in the Company set forth in the Company's records and desire to take certain actions by written resolution in lieu of a formal meeting: Member Name(s): ; Ownership Percentage(s):

WHEREAS, the Members have reviewed and wish to authorize the Company to enter into a commercial agreement with: Counterparty Name: , on the terms summarized herein.

WHEREAS, the Members find it advisable and in the best interests of the Company to authorize designated officers to negotiate, finalize and execute such agreement and related documents consistent with the terms approved in these resolutions.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Company is hereby authorized to enter into and perform its obligations under an agreement titled: Agreement Title: with the Counterparty identified above on terms no less favorable than those set forth in these resolutions.

SCOPE OF WORK

Scope of Work

PAYMENT TERMS

Total Contract Amount Payment Schedule Late Payment Fee

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Termination Notice Period

The Company may terminate the agreement for material breach if the breaching party fails to cure within the notice period specified above or as otherwise provided in the definitive agreement.

CONFIDENTIALITY

The Members approve inclusion of confidentiality obligations as part of the agreement. Confidentiality type: Mutual Unilateral (Company-protecting)

Confidential information shall be defined to include business, technical and financial information disclosed in connection with the agreement; such information shall be held in confidence and used only for the performance of the agreement, subject to customary exceptions for compelled disclosure, prior knowledge and public domain.

AUTHORIZATION

RESOLVED FURTHER that the following individual(s) are authorized, on behalf of the Company, to negotiate, finalize, execute and deliver the agreement and any ancillary documents, and to take all actions necessary or convenient to carry out the purposes of such agreement:

Authorized Officer Name and Title

RESOLVED FURTHER that any actions previously taken by officers or agents of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed and approved in all respects.

GOVERNING LAW

This resolution and any agreement entered into pursuant hereto shall be governed by and construed in accordance with the laws of the State of , without regard to conflict-of-law principles.

ENTIRE AGREEMENT

These resolutions constitute the entire action of the Members with respect to the matters addressed herein. To the extent the Company enters into a separate written agreement, such agreement and its written exhibits shall constitute the entire agreement between the parties with respect to the subject matter addressed therein, superseding prior negotiations and understandings.

CERTIFICATION

I hereby certify that I am a member or authorized officer of the Company and that the foregoing resolutions were duly adopted by the Members of the Company and are in full force and effect as of the date set forth below.

Organization Representative:

By:

Title:

Date:

Member Representative:

By:

Title:

Date:

What an Organizational Members' Resolution Is and When it’s Used

An Organizational Members' Resolution is a written record of decisions made by the members of an LLC or similar entity that documents authority, approvals, or corporate actions such as appointing officers, approving contracts, or authorizing bank accounts. Resolutions create a clear, auditable statement of member intent and the facts supporting an action. They are typically signed and dated by members or authorized signatories and may be notarized or retained in the corporate minute book for future reference, compliance, and third-party verification.

Why a Clear, Signed Resolution Matters for Governance

A formal resolution reduces ambiguity about who authorized an action, supports contract enforceability, and documents compliance with member voting rules and the operating agreement. Under ESIGN (15 U.S.C. ch. 96) and UETA (1999), properly executed electronic records and signatures can have the same legal effect as paper when intent, consent, attribution, and retention are present.

Who Typically Prepares and Relies on These Resolutions

Keep a signed copy in the corporate records and distribute certified copies to banks, partners, or third parties that require proof of member approval.

LLC managers and members who must document votes and authority for banking, contracts, or real property transactions.
Corporate counsel and outside attorneys who draft resolutions to ensure legal compliance with the operating agreement.
Finance and banking officers who need an official authorization document to open accounts or sign loan documents.

Core Elements Every Professional Resolution Should Include

A clear structure helps third parties and internal reviewers verify actions quickly; include clauses that expressly identify authority, action, and effective timing.

Resolution Title

A concise heading stating the subject (for example, 'Resolution to Open Bank Account' or 'Authorization to Enter Lease Agreement'), used for indexing and retrieval.

Recitals / Background

Short factual statements that explain why the resolution is presented, citing relevant operating agreement provisions or member votes that authorize the action.

Resolved Clauses

Numbered action items that state the precise approvals or authorizations being granted, including limits, dollar amounts, and role-based authority.

Authorization and Signatures

List of individuals authorized to act, their titles, signature blocks with printed names, and date lines for each signer.

Effective Date

A clear effective date or condition (e.g., 'effective upon adoption') to determine when powers and obligations commence.

Certification Clause

A statement by the certifying officer attesting that the resolution was duly adopted and is in full force, often used to create a certified copy for third parties.

Step-by-Step: Adopt and Record a Members' Resolution

Use these sequential steps to prepare, approve, and store a valid members' resolution with minimal friction.

01

Draft: Prepare a clear resolution draft referencing authority provisions in the operating agreement.
02

Vote: Hold a members’ meeting or obtain written consents consistent with voting thresholds.
03

Sign: Collect signatures from authorized members or officers, including dates and printed names.
04

Record: File the signed resolution in the corporate minute book and distribute certified copies where needed.

Configuring an Online Completion and Signing Workflow

Set up a digital workflow that assigns roles, enforces required fields, and preserves an audit trail for signed resolutions.

Field	Configuration
Signature Field	Required for each signer; enforce date capture automatically
Role Assignment	Define signer roles (Member, Manager, Secretary) and signing order as needed
Authentication	Use email link, SMS code, or advanced signer authentication where required
Audit Trail	Enable full audit records with IP, timestamps, and event log retention

Typical Route: From Draft to Third-Party Acceptance

A resolution’s lifecycle includes creation, member approval, signing, distribution, and third-party submission when required.

Create: Draft the resolution and attach supporting documents or meeting minutes
Approve: Obtain member vote or written consent consistent with the operating agreement
Sign: Collect signatures and required notarization or witnessing as applicable
Distribute: Provide certified copies to banks, counterparties, and internal records

Digital Signing and File Requirements

When completing resolutions online, choose a platform that supports standard document formats, audit trails, and required integrations.

Supported Formats: PDF, Word DOCX, HTML, Excel
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
Security: AES-256 at rest; TLS 1.2/1.3 in transit

Comparing eSignature Vendors for Signing Resolutions

Basic pricing and feature availability across common eSignature vendors. signNow is listed first per vendor comparison standards.

	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	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes (BAA)	Yes (BAA)	Varies	Varies
Envelope Cap	No envelope cap	100 envelopes/user/year limit	Varies by plan	Varies	Varies

Essential Information to Include on Every Resolution

Organization name: Legal entity name

Resolution title: Short descriptive title

Adoption date: MM/DD/YYYY

Authorized signers: Full names & titles

Effective date: MM/DD/YYYY or 'upon adoption'

Certification: Certifier name and signature

Risks and Consequences of Defective or Missing Resolutions

Invalid authority: Third parties may refuse recognition

Contract unenforceability: Agreements signed without proper authority may be voidable

Banking delays: Banks can refuse account actions

Regulatory exposure: Noncompliance with recordkeeping rules

Dispute risk: Higher chance of internal litigation

Additional costs: Reexecution, legal fees, or notarization retrofits

Common Preparation and Execution Errors to Avoid

Using informal language or vague approvals that fail to specify dollar limits, dates, or the precise authority being granted, causing third-party rejection.
Mismatched entity names or signer names versus formation documents, which can delay bank acceptance or require corrected certified copies.
Failing to capture member consent in the format required by the operating agreement (written consent versus meeting minutes), which can void the action.
Neglecting to collect or record the certifying officer’s statement or failing to retain a certified copy for the corporate minute book.

Real-World Examples of Resolutions in Practice

These brief examples illustrate how organizations used signed resolutions to streamline operations and satisfy third parties.

Optica Ventures

Optica documented manager authority to enter vendor contracts using a concise signed resolution that the bank accepted as proof of authority.

Resolution enabled remote approvals for contract execution.
The clear, signed record simplified vendor onboarding and reduced back-and-forth with counterparties, allowing legal and finance teams to process agreements without in-person verification or supplemental affidavits.

Martin Properties

A property management LLC used a resolution to authorize signing brokers to execute leases on behalf of the company.

Resolution named authorized agents and limits.
With the resolution on file, property closings and lease signings proceeded smoothly while banks and lessors accepted certified copies as evidence of member authorization.

Frequently Asked Questions About Members' Resolutions

Answers to common questions about validity, signing, notarization, and recordkeeping for members' resolutions.

Need help? Contact support

Is an electronic signature valid on a members' resolution?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted when intent, consent, attribution, and reliable retention are demonstrated. For consumer-facing financial or healthcare records, ESIGN consumer disclosure requirements may apply.
Do resolutions need notarization to be enforceable?
Not usually; notarization is not universally required for corporate resolutions. However, some banks or third parties may require notarized or certified copies as a condition of acceptance, and certain instruments (e.g., deeds) may require notarization under state law.
Who can sign and certify a members' resolution?
Typically the presiding officer, corporate secretary, or an authorized manager signs the certification clause. The operating agreement may specify who can certify; follow those rules to ensure third-party acceptance.
What if the operating agreement sets a special voting threshold?
Adopted resolutions must comply with the operating agreement’s quorum and voting thresholds; failing to meet those rules can render a resolution void or subject to challenge in court.
How should signed resolutions be stored?
Retain signed originals or reliable electronic copies in the corporate minute book for at least the active period plus recommended retention timelines; include metadata and audit trails to prove authenticity.
Can a resolution be amended or revoked?
Yes. Amend or revoke by following the same approval and documentation procedures used to adopt the original resolution; retain prior versions and a clear amendment history to avoid disputes.

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