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Project Management Directors Resolution

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PROJECT MANAGEMENT DIRECTORS RESOLUTION

Project Identification

The Board of Directors of met in a duly convened meeting on and hereby adopts the following resolution relating to the Project identified above.

Recitals

WHEREAS, the Board has determined that it is in the best interests of the Client to engage the Service Provider to perform the Scope of Work described herein and to authorize resources and delegation necessary for execution, and

WHEREAS, the Board has reviewed the proposed budget, timeline, deliverables, and change order governance and finds them reasonable and consistent with the Client’s objectives;

Scope of Work

Deliverables and Acceptance Criteria

Timeline and Milestones

Project Commencement Date:    Anticipated Completion Date:

Due Date:

Due Date:

Budget and Payment

Confidentiality

The Service Provider shall maintain in strict confidence all non-public information obtained from the Client in connection with performance of the Project. Confidential information shall not be used or disclosed except as necessary to perform the Scope of Work and shall be returned or destroyed upon termination or request of the Client.

Authorization and Delegation

The Board hereby authorizes the Project Manager named above and the authorized representatives of the Service Provider to execute all agreements, amendments, and documents necessary to effectuate the Project, subject to the approved budget and the Change Order Threshold. The Board further authorizes the following individual to act as the primary signatory on behalf of the Client:

Governing Law

This Resolution and all agreements entered into pursuant hereto shall be governed by and construed in accordance with the laws of the State of

Board Certification

I hereby certify that the foregoing resolution was duly adopted by the Board of Directors of the Client at a meeting duly called and held in accordance with the bylaws and that the resolution is now in full force and effect.

Certification Date:

Client Name:

By:

Date:

Service Provider:

By:

Date:

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What the Project Management Directors Resolution Is and When It’s Used

A Project Management Directors Resolution is an internal corporate resolution authorizing one or more directors or designated project managers to approve, oversee, and sign for specific projects, contracts, budgets, or vendor agreements on behalf of the company. The resolution records the board’s action, names authorized individuals, specifies limits (financial, time, or scope), and establishes effective dates and reporting requirements. It is commonly used by boards of directors, executive committees, and authorized officers to create a clear delegation record for audits, vendor onboarding, and contract execution.

Why This Resolution Matters for Governance and Compliance

A clear resolution reduces ambiguity about who can commit the company, establishes approval thresholds, supports audit trails, and helps meet internal controls and external compliance obligations under corporate governance standards and contract law.

Why This Resolution Matters for Governance and Compliance

Who Typically Prepares and Relies on This Resolution

Corporate secretaries, general counsel, finance leaders, and project sponsors normally prepare or request this resolution when delegating authority for a defined project or program.

  • Board members and corporate officers who must record official delegations of authority and limits.
  • Project directors and program managers who receive signing or spending authority for contracts or change orders.
  • Procurement, legal, and finance teams who verify authority during vendor onboarding and contract execution.

Maintaining a signed resolution helps third parties (vendors, banks) and internal auditors confirm authority during reviews or disputes.

Core Elements to Include in a Professional Resolution

A complete Project Management Directors Resolution contains precise identification of parties, scope and limits of authority, effective and expiration dates, reporting obligations, and signature blocks. Include corporate certification language to validate corporate authority when required by third parties.

Title

Clear title such as 'Project Management Directors Resolution' and corporate entity name.

Authority Granted

Specific powers granted, e.g., sign contracts up to $X, approve change orders, or enter vendor agreements.

Scope and Limits

Project identifiers, budget caps, geographic or temporal limits, and exclusions (if any).

Effective Dates

Start date and automatic expiration or review date for delegated authority.

Reporting Requirements

Obligations to report to the board, frequency of updates, and required documentation.

Certification & Signature

Corporate secretary or officer attestation, authorized signer name, title, signature, and date.

Essential Fields Every Resolution Must Contain

Resolution Title: Project Management Directors Resolution
Company Name: Full legal entity name
Authorized Person: Name and corporate title
Scope Limits: Budget or contract thresholds
Effective Period: Start and end dates
Certification: Secretary attestation and date

Step-by-Step: Completing the Resolution

Follow these sequential steps to create, approve, and record a valid resolution that delegates project authority while preserving corporate controls.

  • 01
    Draft: Prepare resolution text with scope, limits, and dates.
  • 02
    Review: Legal and finance review for compliance and budget alignment.
  • 03
    Approve: Board or authorized committee adopts the resolution by vote.
  • 04
    Record: Corporate secretary signs, dates, and files the resolution in minute books.

How to Customize and Complete the Resolution Online

Set up a digital workflow so drafts route to reviewers, record approvals, and capture a tamper-evident audit trail for each signature.

Field Configuration
Approval Order Sequential: Legal → Finance → Board
Authentication Email link or SMS code, optional two-factor
Audit Trail Capture IP, timestamp, and signer identity
Storage Save signed PDF with certificate and revision history

Where to File, Send, or Submit the Signed Resolution

After adoption, file the signed resolution with corporate minutes, send certified copies to affected departments, and deliver copies to external counterparties as needed.

  • Corporate Records: File original in the minutes book and electronic records.
  • Finance & Procurement: Send certified copy to accounts and procurement teams.
  • Vendors / Banks: Provide signed certification when required by counterparties.
  • Regulators: Submit only if regulatory filing requires corporate authorization.

Methods to Share and Sign: Physical and Digital Options

Choose a distribution channel that balances auditability, signer convenience, and compliance with any sector-specific requirements.

  • In-Person Signing: Physical signature with notary or witness
  • Email & Download: Signed PDF sent to recipients
  • Digital eSignature: Secure online signing with audit trail

For electronic execution, verify authentication level and retention location; integrate with document storage solutions where corporate policies require it.

Timing Considerations and Typical Deadlines

Some resolutions are immediate while others include expirations or review checkpoints; set clear dates to avoid unauthorized actions beyond the intended period.

Effective Date:

Set as MM/DD/YYYY; determines when authority begins

Expiration / Review:

Specify expiry or automatic board review date

Budget Cycle Alignment:

Match authority period to fiscal year if needed

Vendor Onboarding:

Provide certified resolution before vendor executes

Audit Retention:

Keep signed resolution with audit trail for inspections

Common Preparation Mistakes to Avoid

  • Using vague authority language that fails to specify dollar or scope limits, which can lead to disputes about the extent of delegated powers.
  • Mismatching names or titles between resolution and corporate records, causing vendors or banks to refuse acceptance or request additional certification.
  • Failing to document board vote or approval method (e.g., unanimous written consent), which undermines enforceability during audits or litigation.
  • Neglecting to include effective and expiration dates, leaving open ambiguities about how long authority remains in force.

Risks and Consequences of an Incorrect Resolution

Contract Invalidity: Third parties may refuse or void agreements
Financial Exposure: Unauthorized spending can create liability
Regulatory Risk: Noncompliance with sector rules
Audit Findings: Internal control weaknesses identified
Vendor Disputes: Authority challenges during performance
Reputational Harm: Loss of trust with partners

Comparing eSignature Pricing and Capabilities for This Resolution

Basic pricing and common feature availability for several vendors; signNow appears first in the table and offers core eSignature features and compliance options.

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 Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes Yes No No

How Organizations Use a Project Management Directors Resolution

Real-world scenarios show common uses and the types of language that produce enforceable delegations.

Property Renovation Program

A board delegates authority to two directors to approve renovation contracts up to $200,000

  • Delegation limited by project and budget
  • The resolution required vendor certification and was retained in the minutes for lender review and audit purposes.

IT Transformation Initiative

Board authorizes program director to sign cloud SaaS contracts within preapproved budget bands

  • Limits on subcontracting and liability included
  • The resolution included reporting cadence and expiration at fiscal year end to preserve oversight.

Practical Tips for Accurate and Efficient Resolution Preparation

Follow these practices to reduce processing time, improve acceptance by counterparties, and maintain internal control integrity.

Use Unambiguous Language
State exact dollar limits, project identifiers, and time frames. Unclear or open-ended delegations often lead to vendor requests for certification and can delay procurement cycles.
Align With Corporate Records
Verify that signer names and titles match the company’s official registration and minute book. Discrepancies frequently cause banks and vendors to ask for additional verification.
Record the Approval Method
Document whether the resolution was adopted via board meeting, unanimous written consent, or committee action. Proper recordkeeping supports enforceability during audits or legal challenges.
Keep an Accessible Audit Trail
Store signed copies with metadata (signer, timestamp, IP) and keep certified copies in the corporate minute book for a clear evidentiary record.

Typical Signatories and Their Roles

Corporate Secretary

The corporate secretary typically certifies resolutions and maintains minute books. Their attestation confirms the validity of board actions and is often required by third parties during contract or account onboarding.

Authorized Director / Project Sponsor

Named directors or project sponsors receive delegated authority to sign contracts and approve budgets within specified limits. Their role is operational, while oversight remains with the board.

FAQs and Troubleshooting for Resolutions and Execution

Answers to frequent questions about drafting, signing, authenticity, and post-execution handling of Project Management Directors Resolutions.


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