The Board Resolution To Authorize The Director As Signing Authority is a crucial governance document used when companies need to formally delegate signing powers to specific directors. This resolution is particularly important for operational efficiency, especially in situations where the CEO or other authorized signatories are not always available. Under U.S. corporate law, such resolutions must be properly documented and approved by the board of directors, typically during a formal board meeting. The document specifies the scope of authority, any limitations, and often includes details about specific types of transactions or documents the director can sign.
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1. Title and Date: Formal title of the resolution and date of board meeting
2. Preamble: Company details and meeting information including quorum confirmation
3. Recitals: Background information explaining why the resolution is needed and referring to relevant corporate authority
4. Resolution Statement: The formal decision being made by the board to authorize the director as signing authority
5. Authorization Details: Specific powers being granted to the director including types of documents and transactions covered
6. Certification: Statement certifying the resolution's validity, typically signed by the corporate secretary
1. Limitations of Authority: Specific restrictions on the director's signing authority, such as monetary limits or transaction types
2. Duration: Time period for which the authority is granted if not perpetual
3. Revocation of Prior Authorities: Clause revoking previous signing authorities that may conflict with this resolution
1. Schedule A - List of Authorized Transactions: Detailed list of specific types of documents or transactions the director is authorized to sign
2. Schedule B - Specimen Signature: Sample of the authorized director's signature for verification purposes
3. Schedule C - Bank Account Details: Comprehensive list of bank accounts for which signing authority is granted
Relevant legal definitions
Company
Board of Directors
Director
Signing Authority
Authorized Documents
Authorized Transactions
Banking Documents
Financial Instruments
Corporate Seal
Resolution Date
Effective Date
Authorized Bank Accounts
Transaction Limits
Authorized Signatory
Corporate Secretary
Governing Documents
Articles of Incorporation
Bylaws
Meeting Minutes
Specimen Signature
Clauses
Appointment and Authorization
Scope of Authority
Powers Granted
Transaction Limits
Duration of Authority
Revocation of Prior Authorities
Bank Account Authorization
Document Execution
Corporate Seal Usage
Certification
Attestation
Recording Requirements
Effective Date
Limitations and Restrictions
Compliance Requirements
Reporting Obligations
Notice Requirements
Specimen Signature Authorization
Board Approval
Secretary Certification
Relevant Industries
Relevant Teams
Relevant Roles
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