Board resolutions signed electronically
How trustees or directors sign a board resolution electronically in Achekam, what the completion certificate records, and where the signed copy is filed.
By Achekam · · 5 min read · For Non-profit businesses in South Africa, Nigeria, Kenya
Between board meetings, a non-profit often needs a decision on paper. The bank wants a resolution before it will add a new signatory. A funder wants the board's approval of a grant agreement. The annual financial statements need approving before they go to the auditor. Gathering wet signatures from trustees who live in different towns, or travel for work, can take weeks, and a single trustee who is away can hold up a funding deadline.
Electronic signing can turn that into a matter of days. This article explains how to prepare a resolution for signature in Achekam, how trustees who are not staff are handled, what the completion certificate records, how its legal wording reads in each country, and where the signed resolution ends up.
Preparing the resolution from an uploaded PDF or from text blocks
Achekam can send any document for electronic signature, with signature and initials fields placed on it. There are three starting points:
- An uploaded PDF, for a resolution drafted in your usual word processor or by your lawyer.
- A document composed from text blocks with merge fields, useful for routine resolutions such as bank signatory changes, where only names and dates vary.
- A saved template, for resolutions you pass every year, such as approving the annual financial statements.
Before you send anything, check your constitution, memorandum of incorporation or trust deed. It decides whether the board may pass a resolution in writing without meeting, what proportion of trustees must sign, and whether any decisions need a meeting. The signing tool records signatures; it does not tell you whether a written resolution is allowed for that decision.
The signing console has no sidebar entry; it opens from the Sign button and from the dashboard.
Trustees who are not staff are outside signers
Most trustees are not employees, so for signing purposes they are signers from outside the business. An envelope with a signer from outside the business must be linked to a client or a CRM lead before it is sent.
For a board, the practical approach is to keep a record for each trustee in the CRM, or one record for the board as a whole, and link resolution envelopes to it. Set this up once, at the start of a trustee's term, rather than in the rush before a deadline. Use each trustee's personal e-mail address that they actually check, not a generic organisation mailbox.
Signing in order or all at once, with an expiry and reminders
Signers can sign in order or all at once, and an envelope has an expiry and reminders.
| Choose | When |
|---|---|
| All at once | Most resolutions: every trustee signs in parallel, and the resolution is complete when the last one signs |
| In order | When the chair must sign last, after the others, or when a secretary must certify after the trustees |
Set the expiry to the date by which the decision is needed, with a margin. Reminders do the chasing so the secretary does not have to; a trustee who has not signed after the reminders is a phone call for the chair.
What the completion certificate records about each signer
When everyone has signed, Achekam produces the signed PDF with a completion certificate. The certificate lists each signer's e-mail, the times they acted, their IP address and browser, and the document's fingerprint, which changes if even one character of the document changes.
That is the evidence an auditor, a bank or a funder looks for: who signed, when, from where, and proof that the document they signed is the one on file.
The South African wording the certificate uses in every country
Achekam's e-signatures are simple electronic signatures. The certificate cites section 13 of South Africa's Electronic Communications and Transactions Act and says they are not advanced electronic signatures. The text of section 13 of the ECT Act sets out when an electronic signature is valid and when the law requires an advanced electronic signature instead.
The certificate uses that South African wording whatever the workspace's country. A Nigerian or Kenyan non-profit can still use electronic signing, but should check with its lawyer that a simple electronic signature is acceptable for the resolution in question, and should not rely on the certificate's legal citation in its own jurisdiction. The same point is explained across all three countries in e-signature certificates by country.
Some institutions insist on wet ink for particular documents. Ask the bank or the funder before sending a resolution they will rely on.
Where the signed resolution and certificate are filed
The signed PDF and the completion certificate are filed back into Documents. Document Centre keeps files in folders, lets you tag and search them, and keeps earlier versions when a new version is uploaded.
Good filing for resolutions:
- A "Board resolutions" folder, with a sub-folder per financial year.
- File names that start with the date and a short title, such as the decision taken.
- A tag for the subject, such as banking, grants or annual statements.
- A resolutions register in the minute book listing each one, its date and where it is filed.
When your auditor asks for the resolution approving the annual financial statements, it is then a search, not a hunt. If the auditor is not on Achekam, when your auditor is not on Achekam explains how to share it by personal link.
A resolution, in words
A youth development trust needs the board to approve a new bank signatory. The secretary composes the resolution from a saved template, links the envelope to the board's CRM record, and sends it to all five trustees at once with a one-week expiry. Four sign within two days; the reminder catches the fifth. The signed resolution and certificate are filed in the year's resolutions folder, and the bank receives a copy.
Getting started
Check your constitution's rules on written resolutions, create CRM records for your trustees, and save templates for the resolutions you pass every year. Then send the next resolution electronically and file it in the new folder structure.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
