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Round Robin Resolution Agreement

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Round Robin Resolution Agreement

This Round Robin Resolution Agreement (the "Agreement") is made as of by and between Company Name: , a organized under the laws of , with its principal place of business at (the "Company"), and Counterparty Name: , a organized under the laws of , with its principal place of business at (the "Counterparty"). The Company and the Counterparty are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Parties desire to adopt and record certain corporate actions and resolutions by written consent circulated among the authorized persons in lieu of convening a formal meeting (the "Round Robin Procedure"); and

WHEREAS, the Parties agree that written consents signed in counterparts and circulated electronically or in hard copy shall constitute valid and binding action of the Party or board member executing such consent; and

WHEREAS, the Parties desire to set forth the terms, authority, and procedures governing the adoption, execution and effect of resolutions adopted by the Round Robin Procedure.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Effective Date" means the date on which the last required signature is delivered to the other Party in accordance with Section 3. Effective Date:

2. ADOPTION OF RESOLUTIONS

2.1 Adoption. Each Party hereby agrees that the resolutions set forth below (the "Resolutions") are adopted and approved by written consent and shall have the same force and effect as if adopted at a duly convened meeting of the appropriate governing body.

2.2 Unanimous Consent. The Parties acknowledge that each Resolution shall become effective only upon receipt by the Company of written consents signed by all Parties required under the Company’s organizing documents or by applicable law, and that the written consents may be executed in counterparts and delivered by facsimile, PDF, electronic image, or other electronic transmission.

3. EXECUTION, DELIVERY AND EFFECTIVENESS

3.1 Execution. Each Party represents and warrants that the person executing this Agreement on its behalf is duly authorized to do so and that such execution binds the Party to the terms hereof. Execution in counterparts and delivery by electronic transmission shall be effective to bind the executing Party.

3.2 Delivery. Signatures delivered by electronic transmission, including PDF or electronic signature service, shall be deemed originals for all purposes and shall be binding on the delivering Party.

4. AUTHORITY AND RATIFICATION

4.1 Authority. Each Party represents that it has full corporate or individual power and authority to enter into this Agreement and to perform all obligations hereunder. Each Party warrants that its execution of this Agreement and the Resolutions will not violate any provision of its organizational documents or any agreement to which it is a party.

4.2 Ratification. The Parties agree to ratify and confirm, and to cause their officers and agents to take such actions as may be necessary to carry out the intent and purpose of the Resolutions adopted hereunder.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization; (b) it has the right, power and authority to enter into and perform this Agreement; and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action.

6. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission and shall be deemed given when received (or, if by certified mail, on the date of receipt as shown on the receipt). Notices shall be sent to the following addresses unless another address is furnished in writing.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

8. ENTIRE AGREEMENT

This Agreement, including any Resolutions adopted pursuant hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and arrangements, whether oral or written, relating thereto.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed, and the remaining provisions shall remain in full force and effect and shall be interpreted so as to effectuate the intent of the Parties as nearly as possible.

10. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by each Party. No failure or delay by any Party in exercising any right shall operate as a waiver of that right.

11. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF) shall be deemed originals.

12. FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and take such other actions as may be reasonably necessary to carry out the purposes and intent of this Agreement and to effectuate the Resolutions adopted hereunder.

13. CERTIFICATION

Each Party certifies that the information provided in this Agreement is true and correct, that it has the authority to enter into this Agreement, and that by executing below such Party intends to be legally bound by the terms of this Agreement and by the Resolutions adopted pursuant hereto.

Party (Company) – Printed Name:

By (Company) – Signature:

Date:

Party (Counterparty) – Printed Name:

By (Counterparty) – Signature:

Date:

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What a Round Robin Resolution Agreement Is

A Round Robin Resolution Agreement is a corporate governance document that records collective approval of a proposed action by a set of directors, board members, or authorized agents using a sequential or rotating signatory procedure. Instead of a single meeting, the resolution is circulated so each participant signs in turn (or in assigned order) to indicate assent, and the completed record constitutes the corporate action. The agreement typically describes the subject matter, lists participating parties, specifies the signing order or rotation, and sets the effective date and any filing or notification obligations.

Why organizations use a Round Robin Resolution Agreement

It documents unanimous or majority consent without convening a formal meeting, preserves a clear audit trail, and speeds approvals where geography or timing makes in-person meetings impractical. It can reduce scheduling friction while meeting statutory requirements for corporate action when properly executed and retained.

Why organizations use a Round Robin Resolution Agreement

Core parts of a compliant Round Robin Resolution Agreement

A professionally prepared agreement combines factual detail, signer order rules, and execution evidence so the recorded action meets corporate and legal standards.

Title

Clear title naming the company, the document type, and the subject of the resolution so recordkeeping and later reference are unambiguous and searchable.

Recitals

Short background statements that explain why the action is proposed, identify relevant authority in the charter or bylaws, and reference prior approvals or board delegations if applicable.

Resolution Text

Precise operative language stating the action approved (e.g., authorize contract, open account, appoint officer) including monetary limits, effective dates, and any delegation to officers.

Signing Order

A clear round robin or sequential signing protocol specifying the order, any time windows for signatures, and how alternate signers or delays are handled to avoid ambiguity.

Execution Blocks

Individual signature blocks for each participant with printed name, title, date, and optionally printed email or phone for verification and audit trail association.

Certification & Record

A concluding certification by the corporate secretary or authorized officer that the signatures constitute valid board action, accompanied by an audit log or notarial acknowledgement when required.

Step-by-step: Preparing and circulating a round robin resolution

Follow these steps to prepare, circulate, sign, and record a Round Robin Resolution Agreement so it meets legal and corporate requirements.

  • 01
    Draft: Prepare resolution text, recitals, and signature blocks aligned with bylaws.
  • 02
    Determine Order: Set the round robin sequence, alternates, and completion timeframe.
  • 03
    Circulate: Send the draft to signers with clear instructions and authentication method.
  • 04
    Record: Collect completed signatures, certify the action, and add to corporate minute book.

Typical digital workflow settings for round robin routing

When using an eSignature platform, configure routing and reminders to match the round robin protocol and preserve an audit trail.

Field Configuration
Signing Order Sequential round robin; enforce signer sequence
Round Robin List Upload signer list; set alternates
Reminder Schedule Automated reminders at set intervals
Audit Trail Capture IP, timestamps, and actions

How digital round robin signing typically operates

A concise flow describing document circulation, signer action, and completion evidence for the record.

  • Upload Document: Sender uploads the resolution and places signature fields.
  • Set Order: Sender configures the round robin signing sequence.
  • Signer Actions: Each signer authenticates and signs in assigned order.
  • Complete Record: System issues final copy and audit certificate.

Technical and integration considerations for e-circulation

Ensure the chosen platform supports sequential routing, strong audit logs, and your required signer authentication methods before circulation.

  • File Formats: PDF or DOCX accepted
  • Integrations: CRM and storage connectors
  • Authentication: Email, SMS, or stronger methods

Verify retention, export, and export formats for your corporate minute book and ensure any required data residency or access controls are in place.

Security and legal compliance elements to include

Encryption: AES-256 at rest
Transport: TLS 1.2/1.3 in transit
Audit Trail: IP, timestamp, and action log
Legal Framework: ESIGN and UETA compliant
HIPAA: BAA available if needed
Certifications: SOC 2 Type II available

Who typically prepares and signs these agreements

Corporate secretaries, general counsel, board chairs, and authorized officers commonly prepare or request round robin resolutions for off-cycle approvals.

  • Boards of directors approving routine corporate actions without convening a formal meeting.
  • Executive teams documenting delegated authority or time-sensitive approvals.
  • Outside counsel or corporate secretaries preparing and certifying completed corporate records.

Ensure the preparer has authority under the bylaws and that the signing method chosen satisfies any statutory or charter requirements.

Typical signer roles and responsibilities

Board Chair

Often initiates the resolution and sets the signing order; may provide final certification. The chair should ensure the resolution language reflects board intent and that quorum or voting thresholds are met.

Corporate Secretary

Responsible for recording, certifying, and storing the completed resolution in the corporate minute book; verifies signatures and preserves the audit trail for legal and regulatory purposes.

Common preparation and execution pitfalls

  • Unclear signing order or missing alternates which can stall completion and create disputes about whether the required consent was obtained.
  • Mismatched party names between the resolution, formation documents, and public filings that can complicate title searches or regulatory submissions.
  • Insufficient evidence of intent or attribution when the digital signature audit trail is incomplete or authentication is weak.
  • Failure to check bylaws or charter provisions that require in-person meetings or specific quorum or voting thresholds for certain actions.

Risks and potential consequences of errors

Invalid Action: Board action may be void
Regulatory Risks: Filing rejections or fines
Tax Impact: Incorrect filings can trigger penalties
Contract Exposure: Counterparties may challenge authority
Delays: Operational or financing hold-ups
Litigation: Disputes over authority

Typical timelines and deadlines to plan for

Set clear internal deadlines to avoid stale approvals and to meet any external filing or reporting obligations.

Preparation Deadline:

Draft resolution and circulate at least the required notice period before expected action.

Signature Window:

Specify the number of days for completion so authors can treat unsigned documents as expired.

Certification Date:

Date when the certifying officer signs and records the completed resolution.

Filing Requirement:

If required, submit any corporate filings or notices to regulators promptly after certification.

Retention Clock:

Start retention from the effective or certification date depending on policy.

Key milestones during the round robin lifecycle

A sequential list of milestones helps monitoring and ensures the resolution becomes effective without gaps.

01

Draft Completed

Resolution text and signer list finalized and approved for circulation.

02

Circulation Begins

Document sent to first signer and round robin timer starts.

03

All Signatures Collected

Final signature obtained and the certifier reviews the audit record.

04

Certification Recorded

Corporate secretary certifies and files the resolution in corporate records.

Typical eSignature vendor pricing and capability snapshot

A neutral comparison of starter pricing and common capabilities to consider when selecting an eSignature provider for round robin workflows.

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, no credit card required No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-user experience with digital signatures for corporate approvals

Organizations using digital signing report faster turnaround and clearer records for board and corporate approvals.

Optica Ventures

Optica streamlined approvals across remote teams

  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."
  • The company reduced delays and improved document turnaround while preserving an auditable record for corporate minutes.

Martin Properties

A small real estate firm replaced in-person signings with online workflows

  • "I can process and execute all of these documents online with 100% compliance and built-in security."
  • The approach cut closing times and kept consistent records for later title and compliance checks.

Frequently asked questions about Round Robin Resolution Agreements

Answers to common questions on legal validity, signing order, notarization, and record retention when using round robin execution.


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