Question 1

Why does the Texas template focus on authorization limits?

Accepted Answer

Many board resolutions are used to prove who can sign, spend, or commit the company on specific matters. A limits-focused structure helps the board document the scope of authority in a way that is easy for internal teams and third parties to understand. Instead of a single broad authorization statement, the authority limits table can show the authorized action, any dollar cap, the effective period, and conditions like required countersignatures. This can reduce disputes and internal confusion about whether a person had authority for a particular transaction.

Question 2

How do you use the authority limits table for contract approvals?

Accepted Answer

For contract approvals, the board can list the authorized person or role, the type of contract, and any spending cap or required review step. For example, the board may authorize a CFO to sign vendor agreements up to a certain amount or for a certain duration. Conditions can include internal approvals or requirements to follow a procurement process. The table format makes these boundaries clear and easier to apply consistently. If the board wants to approve a single contract rather than a category, it can identify that contract in the action column and reference it in the conditions or supporting details.

Question 3

Is the supporting details section required?

Accepted Answer

No. Supporting details are optional and can be omitted for routine approvals. When included, they can briefly explain the business reason, expected impact, or key considerations that informed the board’s decision. Keeping it concise helps preserve the resolution as a governance record rather than a narrative memo. If the board reviewed specific documents — like a proposal or term sheet — it can reference them as attachments rather than rewriting them in full. The template keeps supporting details flexible so the resolution stays close to the original length.

Question 4

Who should sign the resolution and who should sign the certification?

Accepted Answer

The certification is typically signed by a corporate secretary or an officer authorized to certify board records. The resolution itself is usually validated through that certification rather than signatures from every director. Some companies add a chair attestation for an extra layer of comfort, which this template supports as an optional block. The key is that the certifier can reliably confirm the resolution was adopted and remains in effect. Clear names, titles, and dates help third parties rely on the certification.

Question 5

Can this template be used for a written consent instead of a meeting?

Accepted Answer

Yes. The template uses placeholders so the company can indicate that the board acted by unanimous written consent rather than by a live meeting. When using written consent, attendance may be replaced by a list of consenting directors and the effective date of the consent. The rest of the structure — title, authorization, and certification — remains useful because it documents the same core facts. Companies should ensure their governing documents allow written consent and that the record is stored with the company’s official minutes or resolutions.

Question 6

How can AI Lawyer help maintain consistent board records?

Accepted Answer

AI Lawyer can help companies generate board resolutions in standardized formats with modular blocks like authority limits tables, voting records, and optional review sign-offs. That consistency makes resolutions easier to file, retrieve, and present to third parties. The modular approach also helps boards capture the right level of detail for different decisions without creating bloated documents. Teams can reuse the core structure and swap modules based on the decision type while keeping the overall resolution professional and easy to read.

Authorized Role	Authorized Action	Dollar Limit	Effective Period	Conditions
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]

Authorized Role	Authorized Action	Dollar Limit	Effective Period	Conditions
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]

Authorized Role	Authorized Action	Dollar Limit	Effective Period	Conditions
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]
[Name/Title]	[Action]	$[Amount/None]	[From–To]	[Conditions]

Board Resolution Template – Texas