Are written votes legally valid in the U.S.?

Yes. Electronic signatures and written consents are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Do written votes require notarization or witnesses?

Not usually for corporate consents, but requirements vary by state and document type. Certain instruments may require notarization or witnesses per local law or organizational bylaws, so confirm before circulation.

How can a signer revoke or change a written vote?

Revocation or amendment depends on bylaws and timing. Typically a signed revocation or a subsequent properly executed vote is required before the effective date; record any change in the minutes.

Is an electronic signature sufficient for a written vote?

Yes if the e-signature meets legal tests of intent, consent, attribution, and retention. For consumer-facing or health-related forms, obtain any ESIGN consumer disclosures required by federal law.

What if a field contains an error after signatures are collected?

Minor clerical errors may be corrected via corrective addendum or ratification by the same authorized signers. Material changes typically require re-circulation and fresh signatures.

Where should executed written votes be stored?

Store executed originals or certified copies in the corporate minute book or secure digital vault with exportable signed PDFs, audit trails, and controlled access for at least the retention period required by law.

Electronic Signature
Templates
Miscellaneous
Written Vote Authorization Form

Written Vote Authorization Form

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WRITTEN VOTE AUTHORIZATION FORM

WHEREAS

WHEREAS, Member Name: is a record owner or authorized representative of voting shares or interests in Entity Name: ; and

WHEREAS, a meeting or action to be taken by written consent of Members/Board: is scheduled for Meeting Date: at Meeting Location: ; and

WHEREAS, the undersigned desires to authorize the voting of the undersigned's shares or interests on the matters described below in accordance with the terms and limitations set forth in this Written Vote Authorization Form.

AUTHORIZATION

I hereby appoint Proxy Name: as my true and lawful proxy and attorney-in-fact, with full power of substitution, to attend the Meeting Type: and to vote, consent, or act on my behalf on the matters set forth below in the manner indicated.

MATTERS TO BE VOTED / RESOLUTIONS

The proxy is authorized to vote as indicated on each item below. If no selection is made for an item, the proxy shall vote in the proxy's discretion.

Resolution 1 — Title

Vote on Resolution 1 Approve Reject Abstain

Comments / Instructions

Resolution 2 — Title

Approve Reject Abstain

Comments / Instructions

SCOPE OF WORK

Describe the scope of authority granted to the proxy, including any limits, special instructions, or specific corporate actions the proxy may undertake on behalf of the authorizer.

Scope of Work / Scope of Authorization

PAYMENT TERMS

If compensation is provided to the proxy for services in connection with this authorization, the terms are set forth below.

Fee Amount Payment Schedule / Method Late Payment Fee

TERM AND TERMINATION

This authorization is effective as of the Start Date and continues until the End Date or earlier termination as provided below.

Start Date End Date Termination Notice Period (days)

Either party may terminate this authorization upon written notice to the other party in accordance with the notice period specified above. Termination does not affect any vote validly cast prior to termination if such vote cannot be rescinded under applicable law.

CONFIDENTIALITY

The parties acknowledge that information regarding the proceedings, deliberations, or documents provided in connection with this authorization may be confidential. The proxy shall keep confidential all non-public information received in connection with acting under this authorization and shall not use such information other than to exercise the authority granted herein, except as required by law.

GOVERNING LAW

This Written Vote Authorization Form and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of State: without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This document contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, concerning its subject matter. Any amendment must be in writing and signed by both parties.

REPRESENTATIONS AND CERTIFICATION

The undersigned certifies that they are authorized to execute this Written Vote Authorization Form on behalf of the named Member or entity and that the information provided is accurate. The undersigned further certifies that this authorization is given voluntarily and that the proxy may rely on its terms until revoked in writing.

Authorizer Contact Information Proxy Contact Information

Authorizer — Printed Name:

By:

Date:

Proxy Agent — Printed Name:

By:

Date:

What a Written Vote Authorization Form is and when it applies

The Written Vote Authorization Form is a formal, written instrument used by shareholders, board members, or organizational members to record and transmit a vote without convening an in-person meeting. It documents the voter's identity, the action or resolution being approved, the effective date, and any conditions or limitations on the vote. Organizations use it to satisfy statutory requirements for action by written consent, to collect absentee votes, or to enable remote decision-making under bylaws or state corporate law. Proper execution and recordkeeping preserve corporate governance integrity and legal enforceability.

Why organizations rely on a Written Vote Authorization Form

A clear Written Vote Authorization Form speeds approvals when meetings are impractical, creates a durable record of intent, and helps meet statutory written-consent requirements. Accurate forms reduce governance disputes, support auditability, and help organizations demonstrate compliance with bylaws and state corporate law.

Who normally completes or handles the form

Primary users include corporate secretaries, board members, and shareholder relations staff who manage voting processes.

Corporate secretaries prepare forms, confirm quorum, and retain executed records as part of governance duties.
Board members sign written consents or authorize proxies when unable to attend meetings in person.
Shareholders and members use the form to cast absentee votes or approve resolutions in writing.

Legal counsel, registrars, and corporate administrators often review forms before circulation to ensure compliance with bylaws and applicable state law.

Step-by-step: prepare, circulate, and record a written vote

Use these sequential steps to create a valid written vote, ensure proper authorization, and maintain an auditable record for governance purposes.

01

Prepare: Describe the action and attach the resolution text.
02

Identify: List authorized voters and their roles.
03

Distribute: Send copies through tracked delivery or secure eSign.
04

Record: File signed forms in the corporate minute book.

Typical routing: from draft to archive

A standard routing sequence helps ensure each signature is collected, authenticated, and archived with an audit trail that supports later review or regulatory requests.

Draft: Create document with exact resolution language.
Send: Provide signers with instructions and a clear deadline.
Authenticate: Verify identity and authority per governance rules.
Archive: Store executed form with minutes and audit trail.

Configuring a digital workflow to collect written votes

Set up a workflow that enforces signer sequence, required fields, and the authentication level your bylaws or state law require.

Field	Configuration
Signer order and routing rules	Use sequential or parallel signing depending on governance requirements.
Authentication methods and strength	Choose email with SMS or stronger ID checks for high-assurance needs.
Attachments and exhibits handling	Attach resolution text and supporting documents to each form.
Retention and audit configuration	Enable exportable signed PDFs with audit trail and auto-archive.

Platform capabilities to support valid written votes

Digital collection requires multi-factor authentication, immutable audit trails, secure storage, and exportable signed records to support governance and compliance.

Authentication: Email, SMS, KBA or SSO
Document formats: PDF, DOCX exportable signed
Integrations: Salesforce, NetSuite, Google Workspace

Timing and deadlines to consider when issuing a written vote

Schedule distribution and return deadlines in line with bylaws, statutory notice periods, and any required waiting times to ensure votes are timely and effective.

Distribution deadline before action:

Commonly 10–30 days before the effective date.

Return deadline for votes:

Specify a firm cutoff date and time for receipt.

Effective date of the vote:

State the MM/DD/YYYY when the vote takes effect.

Record retention start date:

Begin retention from effective date or filing date.

Filing with regulators if required:

File per corporate code or regulatory instructions.

Milestones: key stages from issuance to archival

Track milestones to document progress: prepare, circulate, collect, verify, file, and archive so each stage has clear ownership and timing.

01

Draft and approve resolution

Prepare precise resolution language and supporting exhibits.

02

Circulate to authorized voters

Provide instructions, attachments, and clear deadlines.

03

Collect and authenticate signatures

Verify identity, authority, and signature validity for each signer.

04

Record and store executed form

File in minute book with audit trail and copies.

Common preparation errors to avoid

Using ambiguous or incomplete resolution language that creates uncertainty about the action approved and invites later dispute or litigation.
Accepting signatures without confirming authority or proxy documentation, which can render the vote unenforceable in corporate actions.
Failing to set or communicate a clear return deadline, producing late or contested votes that complicate quorum calculations.
Omitting required attachments or exhibits so the vote does not reference the exact text needed for recordkeeping and enforcement.

Consequences of an incorrect or defective written vote

Invalid Action: Possible voiding of action

Governance Dispute: Shareholder litigation risk

Regulatory Exposure: Fines or enforcement risk

Contract Liability: Challenge to contract validity

Tax Impact: Unintended tax consequences

Recordkeeping Failure: Loss of audit trail

Security and compliance controls to protect written votes

Encryption in transit: TLS 1.2 / TLS 1.3

Encryption at rest: AES-256 encryption

Certifications: SOC 2 Type II, ISO 27001

HIPAA support: BAA required for PHI workflows

Audit trail: Timestamps, IP, and action logs

Access controls: Role-based access and SSO

Selected eSignature vendor pricing and capability comparison

The table compares starting price, trial availability, bulk send, audit trail, and HIPAA compliance for signNow and several widely used alternatives.

	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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Written Vote Authorization Forms

Answers to common questions about validity, notarization, revocation, and correction procedures for written votes and consents.

Need help? Contact support

Are written votes legally valid in the U.S.?
Yes. Electronic signatures and written consents are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Do written votes require notarization or witnesses?
Not usually for corporate consents, but requirements vary by state and document type. Certain instruments may require notarization or witnesses per local law or organizational bylaws, so confirm before circulation.
How can a signer revoke or change a written vote?
Revocation or amendment depends on bylaws and timing. Typically a signed revocation or a subsequent properly executed vote is required before the effective date; record any change in the minutes.
Is an electronic signature sufficient for a written vote?
Yes if the e-signature meets legal tests of intent, consent, attribution, and retention. For consumer-facing or health-related forms, obtain any ESIGN consumer disclosures required by federal law.
What if a field contains an error after signatures are collected?
Minor clerical errors may be corrected via corrective addendum or ratification by the same authorized signers. Material changes typically require re-circulation and fresh signatures.
Where should executed written votes be stored?
Store executed originals or certified copies in the corporate minute book or secure digital vault with exportable signed PDFs, audit trails, and controlled access for at least the retention period required by law.

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