Board Resolutions: Adopting a Delegation of Authority and Signature Authorization Policy

Summary

This board resolutions template may be used to approve and adopt a delegation of authority and signature authorization policy. This template includes practical guidance and a drafting note. A delegation of authority and signature authorization policy defines the scope and limits of authority for company officers and employees to approve and enter into contracts and agreements on the company’s behalf, including which officers and employees are authorized to enter into specific types of contracts, as well as the general responsibilities required for review and approval. These form resolutions may be inserted into the minutes of a meeting of the board, or included in a unanimous written consent, if no meeting is held. The resolutions should be modified to the extent required by the company’s certificate and articles of incorporation, bylaws, or other governance documents. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of related corporate governance board resolutions content, see Corporate Governance Board Resolutions Resource Kit. For a template delegation of authority and signature authorization policy, see Delegation of Authority and Signature Authorization Policy.