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Resolutions in lieu of a Board/Members Meeting

  • 07 Jan 2021 9:27 AM
    Message # 9745044
    Deleted user

    When a resolution is circulated by email (in lieu of a meeting), does it require an actual signature or can Directors provide their consent by reply email?

  • 08 Jan 2021 9:34 AM
    Reply # 9760162 on 9745044
    Deleted user

    Assuming your governing statute, bylaws and policies don't provide any constraints or guidance, if the requirement is for a "signature" or that a document be "signed", I would request that each direct at least affix an electronic signature to the document, so that (1) you reduce the risk of any misunderstanding of exactly what is being signed; (2) you have better evidence of the director's approval (on the assumption they have better controls over their electronic signature than access to their email account); and (3) you'll then have evidence of approval (signatures) all in one document and you won't later have to go fishing for supporting emails. 

  • 18 Jan 2021 8:21 AM
    Reply # 9872498 on 9745044
    Deleted user

    I have some Directors who are not as tech savvy, so for those Directors I ask them to sign the document and take a picture using their phones. Then they attach the photo to an email and send it off to me.  


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