Board Resolution: Granting Execution Authority to Officers
(CA Corporation)

Summary

This Board Resolution: Granting Execution Authority of Officers (CA Corporation) template may be used for action taken by the board of a corporation organized in California. This template includes practical guidance, drafting notes, and alternate clauses. Cal. Corp. Code § 312 requires a corporation to have officers with such titles and duties to permit the corporation to sign instruments and share certificates. Signing authority may be granted in a corporation's bylaws or determined by the board of directors. Generally, a corporation will delegate signing authority to officers in corporate resolutions. Taking this approach allows greater flexibility, permitting a corporation to alter signing authority from time to time by board action. If addressed in the bylaws, any modification would require an amendment to the bylaws, which could be more burdensome. See Cal. Corp. Code § 211. Granting execution authority to officers can be implemented on a general or specific basis. These resolutions are drafted to provide general authority to the named officers. If execution authority is specific to a particular transaction, then adjustment should be made to describe and approve the particular transaction, including detailed mention of the documents, as well as resolutions delegating signing authority with respect to such documents. For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA). For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For additional information with respect to forming and managing a corporation in California, see Formation and Qualification (CA Corporation), Management and Indemnification (CA Corporation) and Formation Checklist (CA Corporation).