Receive a Commercial Board Resolution Request

A board resolution lands on your desk and the customer wants action today. A nonprofit treasurer needs two new officers added to the account. A corporation wants to change its authorized signers before a wire goes out. The pressure to move fast is real, but a commercial banker who treats an unreviewed resolution as automatically effective is taking on risk that isn't theirs to take. This conversation is about receiving the document properly, asking the right questions, and routing it through review without pretending you already know it's good.

Why this conversation goes wrong

A board resolution feels like paperwork, but it's actually a claim about legal authority, and claims about authority need verification before the bank acts on them. The trouble starts when the banker treats the exchange as a favor to speed along. The customer walks in believing that handing over a signed document is the same as completing the change. The banker, wanting to be helpful, either agrees too quickly and implies the account is already updated, or overcorrects and sounds like a wall of policy with no warmth. Both responses create problems. The first exposes the bank to a signer who was never actually authorized. The second leaves a loyal customer feeling like they're being stonewalled over paperwork. The real failure is a gap in communication about what received means versus what approved means, and that gap is where trust erodes on both sides.

How to prepare

Before you sit down with a customer holding a resolution, know three things cold. Know the intake channel your bank uses for authority documents, so you're not improvising in the moment. Know what accompanying records the review team typically asks for, things like a certificate of incumbency, current bylaws, or a copy of the account agreement, so you can request them up front instead of causing a second trip. Know who actually makes the determination. It is not you, and it should never be you. Your job is to route the document accurately and describe the process honestly, not to render a legal opinion about whether the resolution is properly adopted.

It also helps to think through the interim period before you're in the room. A customer will ask what happens to the account while the review is pending, and you need language ready that is honest without sounding evasive. Something like the current signers stay in place until the review team confirms the update. Practicing this language before the pressure of a live conversation removes the temptation to soften it into a promise you can't keep. DealSpeak's Banking practice conversations give you a place to rehearse phrasing like this until it sounds natural instead of rehearsed.

What to say

Picture a nonprofit treasurer who just came from a board meeting.

"We adopted this resolution last week," she says, sliding the document across the desk. "I need you to add these two officers to the account today so they can start signing checks."

You take the document and say, "I can start the review today. I want to be direct with you though, I can't add anyone to the account until our review team confirms this meets our documentation requirements. That usually means checking it against your bylaws and the account agreement."

She pushes back. "It's signed by our board chair. Isn't that enough?"

"The signature matters, and it's a real part of the record," you say. "But the review exists to protect your organization as much as it protects the bank. If someone questions this change in a year, you want a bank record showing it was properly verified, not just accepted on the spot."

She nods, then asks how long the review takes. You give her a realistic range rather than a guess, and you ask her a question of your own. "What were you expecting to happen today, so I make sure we're on the same page?" That question often reveals that she thought dropping off the document finished the process, and clearing that up now avoids a frustrated phone call later.

Mistakes to avoid

Do not tell the customer the resolution looks fine or looks complete. That is a legal judgment and it is not yours to make, even if you have seen a hundred of these documents. Do not promise a same day update to satisfy the person in front of you. If the review takes three days and you said today, you have now taught the customer that your word and the bank's process don't match. Do not discuss account balances, recent transactions, or signing details with a new officer named in the resolution until that person's authority is confirmed. It feels rude to hold back information from someone who seems clearly in charge, but the confirmation step exists precisely because appearances aren't proof. Do not send the customer away with no next step. A vague we'll be in touch leaves them anxious and likely to call your branch manager for status updates you could have prevented. And do not treat this like an isolated piece of paperwork. Authority questions often travel alongside other account reviews, so if this customer also has concentrated deposits or a large share of revenue tied to one counterparty, you may find yourself needing to Discuss Customer Concentration With Context in the same relationship, and the same discipline about staying in your lane applies there too.

How to practice and score it

This is a short conversation, but it has several ways to go wrong, which makes it a good one to rehearse before it happens for real. A manager running a role play should score three things. First, did the banker avoid declaring the resolution valid or sufficient. Second, did the banker explain the review process in plain language, including what happens to account access in the interim. Third, did the banker ask the customer what they expected to happen next, since that question does the real work of preventing confusion.

DealSpeak scores this kind of exchange by checking whether the banker held the line on authority without sounding cold, and whether the recap at the end sticks to facts rather than assurances. If your bank also handles deposit concentration reviews for commercial customers, it's worth practicing that alongside this one, since the two conversations share the same tension between being responsive and being accurate. The Prepare a Commercial Deposit Concentration Review post walks through a similar structure for that scenario.

The close

A resolution is a request for the bank to trust a new claim of authority, not a formality to wave through. Handle the intake with clear language, a real next step, and a question that checks the customer's expectations, and you protect the organization, its officers, and the bank all at once. Get comfortable saying not yet without sounding like an obstacle, and this conversation gets easier every time you have it.