Diligent vs BoardPro for Contractors Facing Surety Reviews

A performance bond underwriter and a construction lender ask for nearly identical proof before extending capacity: a current resolution naming exactly who can sign contracts, bonds, and draw requests on the company's behalf, along with the officers' titles and any dollar limits attached. Both parties are protecting themselves against the same risk, a signature from someone who was never actually authorized, and both will treat an outdated minute book as a reason to slow down or add conditions. Keeping one current authority document that serves both audiences avoids producing two different answers to the same question.

Every time a project executive gets promoted into a signing role, or an owner brings on a partner with authority to bind the company, the resolution needs updating the same week, not at the next annual meeting. Contractors that only revisit signing authority once a year tend to have a live gap for months at a time, and that gap becomes visible at exactly the wrong moment: mid-bond-renewal, mid-loan-closing, or mid-bid on a job requiring proof of bonding capacity. Treat every officer change as a trigger, not the calendar.

A contractor operating as one entity, with a stable ownership group and infrequent officer changes, can run this discipline on BoardPro: a resolution template updated the same week authority changes, and a place the office manager or controller can pull a current copy from without waiting on legal. It is inexpensive and fast enough to satisfy most surety and bank requests, as long as somebody actually owns keeping it current rather than assuming it stays accurate on its own.

Contractors that run separate entities per project, joint ventures, or a holding structure for bonding or tax reasons face a harder version of the same problem: authority has to stay current across every entity, not just one. Diligent's entity management and permissioned access keep each entity's resolution separate but centrally maintained, which matters once a surety or lender is reviewing the whole structure rather than a single company. The complexity Diligent adds tracks the complexity of the corporate structure itself, not the contractor's revenue.

Before the next bonding renewal or major bid, pull the current resolution and check it against three things: the officers actually authorized to sign today, whether any dollar limits still match the size of work being bid, and whether the document is dated within the surety's own freshness requirement, often the last year. Catching a mismatch here, on the company's own schedule, is far better than a surety's underwriter catching it during a renewal that is already running late.

Before the next bonding renewal or major bid, verify these points:

• The officers named in the current resolution are the people actually authorized to sign today.
• Any dollar limits in the resolution still match the size of the work being bid.
• The document is dated within the surety's own freshness requirement, often the last year.

A banking setup with multi-signatory approval controls, the kind Mercury offers, reinforces the same discipline the board resolution is supposed to enforce: a draw or a large disbursement requires more than one authorized signer, matching what the resolution says on paper. When the bank's own controls and the board's resolution list different people, that mismatch is worth resolving immediately rather than treating as a paperwork detail, since it means the company's actual financial controls don't match its documented governance.

The most common mistake is assuming a resolution filed once at company formation still holds years later, after multiple officer changes and possibly a new ownership structure. Sureties and lenders both ask for current documentation precisely because outdated resolutions are common, not rare, and a contractor caught with one loses standing at the exact moment it needs bonding capacity or credit the most. Review the resolution on the same cadence as insurance renewals, not as an afterthought.

A contract or bond application signed by someone without actual authority does not automatically void the deal, but it does give the counterparty grounds to challenge it later, and it puts the company in the position of arguing after the fact that the signature should still count. Sureties in particular are cautious about this exposure, since a bond that turns out to be improperly authorized can complicate a claim if a project later runs into trouble. Getting the authorization right before signing costs far less than defending an authorization dispute after the fact, and it is entirely avoidable with a current resolution on file.