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Waveland Business Resolution

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WAVELAND BUSINESS RESOLUTION

Company Name:    Resolution No.:

WHEREAS

WHEREAS, the Board of Directors or governing body of the Company met at a duly convened meeting on at , at which a quorum was present and acting throughout; and

WHEREAS, it is in the best interest of the Company to authorize the entry into and performance of the agreement described below, to designate the officers authorized to execute documents and take actions on behalf of the Company, and to set forth related business terms and certifications.

RESOLUTION

RESOLVED, that the Company is authorized to enter into a Business Agreement with: Counterparty Name: ; the terms of such agreement are approved as set forth in this resolution; and the officers identified below are authorized to execute and deliver such agreement and any documents necessary to carry out the transactions contemplated herein.

SCOPE OF WORK

PAYMENT TERMS

Fee Amount:    Currency:

Payment Schedule:

Late Payment: Interest shall accrue on overdue sums at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Collection costs, including reasonable attorneys' fees, are recoverable by the non-defaulting party.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination for material breach is effective immediately upon written notice if the breach is not cured within days after written demand to cure.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other in connection with this Agreement, whether marked confidential or reasonably understood to be confidential, shall be held in confidence and used solely for the purposes of performing obligations under this Agreement. Confidential information excludes information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure by the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's confidential information.

The receiving party shall implement reasonable administrative, physical and technical safeguards to protect confidential information and shall limit access to employees and contractors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

ADDITIONAL AUTHORIZATIONS

The authorized officer named above is empowered to negotiate, finalize, execute, and deliver all agreements, certificates, notices and instruments and to take any actions necessary to effectuate the transactions approved by this Resolution.

GOVERNING LAW

This Resolution and any agreement executed pursuant to it shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Resolution, together with any written agreement executed pursuant to it, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions and agreements, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

CERTIFICATION OF ADOPTION

I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors or governing body of the Company in accordance with its bylaws or governing instruments and by the vote required by law at a meeting at which a quorum was present.

Waveland Representative:

By:

Date:

Counterparty Representative:

By:

Date:

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What the Waveland Business Resolution Is and when it applies

A Waveland Business Resolution is a formal corporate record documenting a board or member action authorizing specific business activities — for example opening bank accounts, delegating authority to officers, approving contracts, or authorizing signatories. It records the corporate decision, identifies the authorized individuals, describes the scope of authority, and is typically entered into the company minute book. While the resolution itself is an internal corporate record, third parties such as banks or government agencies may require a certified copy, notarization, or additional attestations before accepting the resolution as proof of authority.

Why a clear resolution matters for compliance and operations

A formal resolution creates an auditable record of who may act for the company and under what authority, reducing ambiguity for vendors, banks, and regulators.

Why a clear resolution matters for compliance and operations

Typical users and recipients of a business resolution

Waveland Business Resolutions are used by corporate boards, managers, and officers to document delegated authority and corporate actions.

  • C corporations and S corporations that need board authorization for banking, loans, or asset transfers.
  • LLCs and single-member entities when a formal record of manager/member authority is required.
  • Banks, escrow agents, and vendors who request certified corporate action evidence before executing transactions.

Recipients include banks, counterparties, regulatory reviewers, and internal record keepers who rely on proof of authorization.

How to adopt and finalize a Waveland Business Resolution

Follow a standard sequence to adopt, certify, and distribute the resolution so it is legally effective and accepted by third parties.

  • 01
    Draft: Prepare precise language describing the action and limits.
  • 02
    Adopt: Hold the board/member meeting or obtain written consent.
  • 03
    Certify: Have the corporate secretary or authorized officer sign certification.
  • 04
    Distribute: Provide certified copies to banks, vendors, and place original in minute book.

Essential parts of a professional Waveland Business Resolution

A well-structured resolution includes clear identification, recitals, the resolving clause, specific authorizations, certification of adoption, and signature blocks to ensure enforceability and third-party acceptance.

Header

Identifies the company, jurisdiction, and resolution title so reviewers immediately understand the subject and authority of the document.

Recitals

Background facts and reasons for the action (e.g., board meeting held, quorum present) that support the legitimacy of the decision.

Resolved Clauses

Specific operative language granting authority — list exact actions authorized and any monetary or temporal limits to avoid ambiguity.

Authorization Details

Names and titles of the authorized persons, specimen signatures, and whether single or joint signatures are required for execution.

Certification

A signed statement by the corporate secretary or custodian certifying adoption of the resolution and that the attached copy is true and correct.

Signature Block

Places for officers to sign and date; include notary block if a certified or notarized copy will be provided to third parties.

Security and compliance features to consider

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Complete timestamped audit trail
Authentication: Multi-factor and access controls available
HIPAA / BAA: HIPAA BAA available when required
Certifications: SOC 2 Type II; ISO 27001
File Formats: PDF, DOCX, and HTML supported

Common risks if the resolution is incomplete or incorrect

Invalid Authorization: Third parties may reject transactions
Bank Refusal: Account openings or transfers blocked
Contract Disputes: Signatures challenged in litigation
Tax Impacts: Incorrect filings or reporting errors
Operational Delay: Business actions postponed
Recordkeeping Gaps: Loss of evidence in audits

Mistakes to avoid when preparing the resolution

  • Using an informal title or vague authority language that leaves signers and banks uncertain about the exact scope of power granted.
  • Entering inconsistent party names or abbreviating the legal entity name, which can cause banking or regulatory rejections and require re-certification.
  • Failing to document meeting minutes or written consents that prove proper adoption and quorum, creating a risk of challenge to the resolution's validity.
  • Omitting certification by an authorized officer or neglecting to provide a notarized/certified copy when a third party specifically requests it.

Where certified copies typically go and how they are used

After adoption and certification, distribute copies to institutions and internal holders that need authority proof. Keep originals in permanent corporate records.

  • Minute Book: Place original certified copy in corporate minutes or records.
  • Bank: Provide certified copy to open accounts or change signers.
  • Counterparties: Share with contracts counterparties as proof of authority.
  • Regulators: Submit certified copies when regulatory review requires documentary proof.

Configuring an online workflow to complete the resolution

Set up a repeatable template, assign roles, and choose authentication and distribution rules to streamline adoption and delivery.

Field Configuration
Template Create reusable resolution template with locked clauses
Signer Roles Assign signer order and role-based access
Authentication Enable email, SMS, or stronger signatory verification
Notifications Auto-notify signers and archive signed copies

Technical options for signing and sharing a resolution

Choose platform features that match your governance and third-party acceptance requirements, including authentication and audit capabilities.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Support: PDF and Word DOCX supported
  • Authentication: Email, SMS, or advanced options

Comparing eSignature vendor pricing and basic capabilities

Vendor pricing models and core features vary; signNow is listed first for comparison. Confirm plan details with each vendor before purchase.

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 cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical tips for accurate, efficient resolution drafting

A few drafting and process habits reduce rework and speed third-party acceptance.

Use a standardized template
Maintain a single approved template to reduce omissions; update it for jurisdictional or bank-specific requirements and store versions in the corporate minute book.
Confirm signer identity
Collect government ID information and include specimen signatures to reduce bank rejections and disputes over signature authority.
Record adoption proof
Include minutes or written consents showing quorum and vote; attach them to the certified resolution to support validity.
Match third-party requirements
Before delivering, verify whether the recipient requires notarization, an apostille, or a certified copy and prepare accordingly.

Real-world examples of how resolutions are used

These short examples show common, practical uses and how organizations describe authority in real documents.

Optica Ventures — Bank Authorization

Board adopted a resolution naming two officers to open the company bank account and sign checks.

  • Officers may sign singly for amounts under $5,000.
  • The certified copy was provided to the bank with the secretary's signature and saved to the minute book for audit purposes.

Martin Properties — Property Closing

Board resolved to authorize the CEO to execute documents to close on a property acquisition.

  • CEO authorized to sign closing documents and deliver funds.
  • Counsel received a certified resolution and the closing agent requested a notarized copy to complete title transfer.

Who typically signs and certifies the resolution

President / CEO

Often executes the operational aspects authorized by the board, such as signing contracts or opening accounts. When empowered, the CEO acts within the limits set by the resolution and can be named as an authorized signer for third-party transactions.

Corporate Secretary

Usually certifies the resolution's authenticity and records adoption in the corporate minutes. The secretary's certification is the standard mechanism to provide a third party with a verified copy of the corporate action.

Key milestones from draft to third-party acceptance

Track milestones to avoid delays: drafting, adoption, certification, distribution and third-party verification each have distinct tasks and timing.

01

Draft Completion

Prepare final language and confirm limits before circulation.

02

Board Adoption

Conduct vote or written consent and document quorum.

03

Certification

Corporate secretary signs certification and affixes date.

04

Third-Party Delivery

Provide certified copy and notarization if required by recipient.

Practical timing expectations and common turnaround windows

Adopt and certify promptly, then allow time for any required notarization or third-party review; response times vary by recipient.

Adoption Date Recording:

Record adoption in minutes immediately following the meeting.

Notarization Scheduling:

Allow 1–5 business days if in-person notarization is required.

RON Session:

Remote notarization can be same-day where supported.

Bank Review Time:

Banks typically review certified resolutions within 1–5 business days

Retention Start:

Retention begins on adoption date; retain copies per policy

Frequently asked questions about Waveland Business Resolutions

Answers to common legal and practical questions when preparing, certifying, and delivering a business resolution.


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