Answer:
To my knowledge, there is no "legal list;" to a major extent it is the institution's policies that determine what it wants the resolution to reflect. Sometimes customers come in with their own resolutions. Others simply fill out a form provided by the bank.
Some suggestions on content:
- A statement to the effect that the resolution reflects a decision reflected in the organization's minutes from a properlycalled meeting;
- Certification from the Secretary (officer) in charge of the minutes that the preceding statement is true;
- Signatures or codes to be used by the authorized parties (your bank may prefer to obtain the signatures under its owncontrol);
- Corporate seal (may be of limited value); and
- Clear indications of what the named parties are allowed to do (nothing is assumed; e.g. the power to write checks does notencompass the power to send wire transfers based on verbal instructions).
Forms vendors often sell blank resolutions with a great deal of "boilerplate" language reflecting their own experience in dealing with financial institutions. (However, their resolutions for different types of entities are often nearly identical.) Ask a couple vendors for sample forms and have them reviewed by bank counsel. He or she may be able to derive a check list for you or simply insist that resolutions be on forms provided by the bank.
First published on BankersOnline.com 2/11/02
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