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As a company secretary is not a director, they cannot sign a board resolution. The one exception to this is if a person simultaneously holds the title of a company director and the company secretary, in which case they will be permitted to sign a board resolution.

Typically, all the directors sign a resolution if a formal meeting takes place (whether in person or through technology).

Certified True Copy (CTC) of a Board resolution is a physical document, which has to be printed on the letter head of the Company, affirming the outcome of a particular resolution that has been passed by the Board of Directors who have consented and approved in their duly convened meeting.

A resolution is a formal way in which a company can note decisions that are made at a meeting of company members. There are two types of resolutions: ordinary and special. Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.

The board secretary typically writes board resolutions, but any board director can write them. The length of the resolution isn't important. It's best to keep it clear and simple, stating only what you need to say. Before writing a board resolution, be clear on the purpose of writing it and stay focused on its purpose.

Who should sign the board resolution? It must be signed by two directors with the rubber seal/stamp of the company with a quorum at a Board Meeting. In the case of a one person company, the board resolution for the opening of a bank account can be signed by the sole director and shareholders.

RESOLVED, that the Board of Directors is hereby authorized and approved to authorize and empower the following individual to make, execute, endorse and deliver in the name of and on behalf of the corporation, but shall not be limited to, any and all written instruments, agreements, documents, execution of deeds, powers ...