Establishing secure connection…Loading editor…Preparing document…

Project Management Board Resolutions

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

PROJECT MANAGEMENT BOARD RESOLUTIONS

Project Title:    Project ID:

Client Name:    Service Provider:

Project Manager (Appointed):    Project Location:

RECITALS

WHEREAS, the Board of Directors of the Client has determined that the Project identified above is in the best interests of the Client; and

WHEREAS, the Board has reviewed the proposed scope, budget, timeline and risk management measures presented by the Service Provider and by the Client's management; and

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Client to enter into the Project Agreement with the Service Provider substantially on the terms presented and authorizes the execution of all documents necessary to commence the Project.

RESOLVED FURTHER, that the Board appoints the Project Manager identified above and delegates to that person the authority to oversee Project execution, manage day-to-day decisions, and execute project deliverables consistent with the approved scope and budget, subject to the change order process defined below.

RESOLVED FURTHER, that the Board approves the Scope of Work and Deliverables set forth below and establishes the following approval thresholds for change orders: change orders up to may be approved by the Project Manager, and change orders exceeding that threshold require executive or Board approval as specified in the Project Agreement.

SCOPE OF WORK

DELIVERABLES AND ACCEPTANCE CRITERIA

Deliverable 1:

Deliverable 2:

TIMELINE AND MILESTONES

Contracted Start Date:    Contracted End Date:

Title:    Target Date:

Title:    Target Date:

BUDGET AND PAYMENT SCHEDULE

Retainage (if any):    Invoicing Frequency:

CHANGE ORDER PROCESS

All requests for changes to scope, schedule or budget shall be submitted in writing as a Change Order. Change Orders shall include a description of the change, impact on schedule, and cost implications. The Project Manager is authorized to approve Change Orders up to the threshold specified above; Change Orders exceeding that amount require written approval by the Board or an authorized executive officer as designated below.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

The Service Provider shall keep confidential all non-public information disclosed by the Client in furtherance of the Project. Intellectual property created specifically for the Client under the Project shall be owned by the Client unless otherwise stated in the Project Agreement. The Service Provider shall retain the right to use general skills, know-how and techniques developed in performing the work, provided no Client confidential information or deliverable source code is disclosed or used without consent.

LIMITATION OF LIABILITY & INDEMNIFICATION

The Service Provider shall indemnify and hold harmless the Client from claims arising out of the Provider's gross negligence or willful misconduct in performance of the Project. Neither party shall be liable to the other for incidental or consequential damages except as expressly provided in the Project Agreement.

GOVERNING LAW

This Resolution and any Project Agreement entered into pursuant to it shall be governed by the laws of the jurisdiction indicated below and construed in accordance with those laws.

BOARD ADOPTION CERTIFICATION

I hereby certify that the foregoing resolution was duly adopted by the Board of Directors of the Client at a meeting held on , at which a quorum was present and acting throughout, and that the resolution remains in full force and effect as of the date below unless otherwise rescinded.

Vote on Adoption:

ADDITIONAL AUTHORIZATIONS

The Board authorizes the Project Manager and the officers listed below to execute project documents, invoices, change orders (within approved authority), and to take actions necessary to implement the Project consistent with these Resolutions.

MISCELLANEOUS

If any provision of this Resolution is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Resolution may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Client — Authorized Representative (Board/Organization)

Printed Name:

Title:

By:

Date:

Service Provider — Authorized Representative

Printed Name:

Title:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Project Management Board Resolution Is and Why It Matters

A Project Management Board Resolution is a formal corporate record adopted by a company's board of directors that authorizes, approves, or allocates authority for a specific project or program. It documents decisions such as budget approvals, scope definitions, appointment of project leads, contract authorizations, and delegation of signing authority. Resolutions create an official record for governance, auditor review, and regulatory compliance and typically become part of the corporate minutes. For regulated or multi-entity projects, resolutions clarify legal authority, fiscal commitments, and timelines to support enforceability and oversight.

Why Adopt a Formal Resolution for Project Approvals

Project Management Board Resolutions provide clear legal authority, create an auditable record, and reduce ambiguity in scope and funding. They strengthen internal controls, support audit and compliance reviews, and document the chain of delegation for executives and project sponsors.

Why Adopt a Formal Resolution for Project Approvals

Who Typically Prepares and Signs These Resolutions

Typical users include corporate boards, C-suite executives, project sponsors, legal counsel, and program managers responsible for large initiatives.

  • Board of Directors — approves scope, budget, and delegation for major projects.
  • Chief Executive Officer — signs authorizations and confirms strategic alignment for projects.
  • Legal Counsel — reviews wording, confirms authority, and advises on compliance risk.

Smaller organizations may delegate to a committee or a named director to adopt resolutions when full board meetings are impractical.

Stepwise Process to Draft, Approve, and Record a Resolution

Follow these steps to prepare, approve, and record a Project Management Board Resolution correctly in the corporate minutes.

  • 01
    Draft: Prepare resolution text with objectives, budget, and authorization language.
  • 02
    Review: Have legal counsel and finance review for compliance and budget alignment.
  • 03
    Adopt: Present at board meeting and vote per bylaws.
  • 04
    Record: Enter resolution into minutes and file corporate records.

Core Elements Every Professional Resolution Should Include

A well-structured Project Management Board Resolution clarifies authority, funding, scope, reporting, risk allocation, and execution timelines to support governance and enforceability.

Authority

Specify who may approve contracts, change orders, and expenditures. Include titles, delegated limits, and re-approval thresholds to ensure a clear chain of command and legal validity.

Funding

State the authorized budget, funding source, contingency allocations, and drawdown procedures. Define conditions that trigger additional approvals to avoid unauthorized spending.

Scope

Define objectives, deliverables, boundaries, and exclusions. Attach a statement of work or technical exhibit to prevent scope creep and provide clarity for contractors.

Reporting

Specify reporting cadence, recipients, KPIs, and escalation paths. Assign responsibility for variance analysis and approvals to strengthen oversight and auditability.

Risk Allocation

Identify primary risks, mitigation responsibilities, insurance requirements, and indemnity terms. Clarify which party bears specific liabilities to reduce ambiguity during negotiations.

Execution Timeline

Provide milestone dates, phased approvals, and conditions for schedule changes. Require prompt notice for significant delays and define acceptable extensions.

Security and Compliance Features to Protect Signed Resolutions

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Detailed timestamps, IP, and action log
HIPAA Support: BAA available for covered entities
ESIGN/UETA: Compliant with ESIGN and UETA
Access Controls: Role-based permissions and SSO/SAML
Certifications: SOC 2 Type II and ISO 27001

Common Risks and Potential Consequences to Avoid

Invalid Authority: Actions may be voided
Financial Exposure: Unauthorized spending risk
Compliance Violations: Regulatory penalties possible
Audit Findings: Material weaknesses reported
Contract Disputes: Liability and damages exposure
Reputational Risk: Stakeholder trust erosion

Platform and Format Considerations for Digital Execution

Use platforms that support e-signatures, audit trails, integrations, and secure storage when circulating and executing board resolutions digitally.

  • File Formats: PDF, DOCX, and PDF/A archival
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS OTP, and SSO options

Typical Digital Workflow Settings for Resolutions

Typical digital workflow settings for routing, authentication, and archival of Project Management Board Resolutions in electronic systems.

Field Configuration
Routing Order Sequential approvers; Chair signs last
Authentication Email link plus SMS code for critical approvals
Retention Store signed PDF with certificate for seven years
Notifications Email alerts to signers and document owners

eSignature Pricing and Core Features Comparison

Comparison of baseline eSignature plans and core features relevant when executing Project Management Board Resolutions.

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 by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Resolutions and Digital Execution

Two brief examples illustrate how organizations use resolutions and electronic signing to formalize project authority and execution across departments.

Optica Ventures LLC

Optica Ventures needed rapid approvals for investor-facing project launches and faster execution without in-person meetings.

  • They executed resolutions electronically via integrated signing workflows.
  • Brian Fitzgibbons, COO, said the interface is simple and easy to use for internal and external parties, enabling timely approvals, reducing turnaround time, and preserving a compliant audit trail for investor due diligence.

Xerox (NetSuite Ops)

Xerox required integration with existing ERP to automate project approval signatures across departments and systems.

  • They linked resolutions to NetSuite workflows.
  • Kodi-Marie Evans, Director of NetSuite Operations, noted that integration allowed assigning appropriate signers, automated routing, and consistent record formats, reducing manual handling and accelerating execution while maintaining compliance with internal policy and audit requirements.

Typical Milestones and Timing from Draft to Archive

Key timing steps from drafting through long-term recordkeeping and execution for Project Management Board Resolutions.

Drafting Deadline:

Complete the draft at least one week prior to the scheduled board meeting.

Meeting Notice:

Provide notice in accordance with the bylaws and any applicable corporate statute.

Adoption Date:

Record the date of the board vote and the exact resolution wording in the minutes.

Stakeholder Notice:

Notify affected departments, funders, and external parties promptly after adoption.

Record Filing:

File the finalized resolution in the corporate minute book and electronic archive immediately.

How Digital Circulation and Signing Typically Flow

Typical routing and submission steps when circulating resolutions for signature, whether executed by paper, electronic signature, or remote online notarization.

  • Prepare Document: Finalize text and add signature fields.
  • Send to Signers: Distribute via email link or secure portal.
  • Signer Authentication: Verify identity using email, SMS, or stronger authentication methods.
  • Finalize Record: Store signed PDF and certificate in the minutes archive.

Practical Tips to Reduce Errors and Speed Approval

Practical practices to reduce errors, speed approval, and maintain compliance when preparing board resolutions and recordkeeping.

Use clear, unambiguous language
Avoid vague terms. Spell out limits, conditions, and delegated authorities. Use defined terms consistently, attach exhibits for technical details, and include precise dollar amounts to prevent misinterpretation and reduce legal review cycles.
Coordinate with counsel and finance early
Engage legal and finance during drafting to align on authority, budgets, and compliance. Early collaboration reduces redlines, ensures accurate funding language, and prevents retroactive approvals that may expose the company to risk during audits.
Use consistent signature blocks
Provide standardized signature blocks with printed name, title, date, and corporate seal area if required. Indicate whether initials or electronic signatures are acceptable to prevent informal or non-binding signings.
Preserve audit trails and metadata
Retain the signed document with timestamps, IP logs, and version history. Capture who accessed, reviewed, and signed the resolution to maintain evidentiary support for internal audits and external inquiries.

Frequently Asked Questions About Project Management Board Resolutions

Answers to common questions about preparing, signing, and storing Project Management Board Resolutions, including electronic signature and notarization considerations.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.