Post dating a contract

If there is no clause in the by-law that provides for the directors to determine from time to time who can sign, then the directors must abide by the execution of instruments clause that is there. “Execution of Instruments – Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two officers or directors of the Corporation.” In the above case, if the by-law provides for the following, then two officers and directors must sign any agreement, contract, etc.

post dating a contract-7

Post dating a contract

The by-laws of a corporation determine who can sign agreements on behalf of a corporation.

A standard clause in a by-law will be as follows: “Execution of Instruments – Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any officer or director of the Corporation.

The statute of incorporation provides clear instructions as to how directors approve matters.

Most statutes will provide for the manner in which a meeting can be held in order that a directors resolution to approve an agreement can be passed.

Srabone Monir, Esq., is an Attorney for the 32BJ chapter of the Service Employees International Union. A contract is an agreement made between two or more parties that is enforceable by law.

The enforcement aspect of a contract is important, because without the ability to enforce an agreement, neither party is required to honor the contract.

This clause provides that any one officer or director can sign agreements on behalf of the Corporation.

This clause also provides that the Board may from time to time determine any other person to have authority to execute agreements.

Below is an example of a resolution providing for approval of an agreement that has already been signed.

Tags: , ,