Form 26-12

This form certifies that a limited partnership has authorized an action. Most often this is done to con­firm the general partner’s authority to act on behalf of the limited partnership in connection with buy­ing, selling, or mortgaging real property.

Certificate of Resolutions

[Limited Partnership]

Date:

Partnership: [name], a Texas limited partnership

Date of Adoption: [date of meeting of partners or of written consent]

I, the duly elected [secretary/[other authorized officer]] of [name of company] (the “Company”), a Texas [type of company], in its capacity as general partner of the Partnership, certify that I have custody of the [corporate/partnership] records of the Company and the part­nership records of the Partnership and that I am authorized to execute and deliver this certifi­cate of resolutions on behalf of the Company in its capacity as general partner of the Partnership. I further certify as follows:

1.Partners holding [all/the required percentage] of the partnership interests in the Partnership consented to the activities by the Partnership reflected in the resolutions [below/attached]. The resolutions were duly adopted on the Date of Adoption. A meeting of the part­ners of the Partnership was called and held in accordance with law and the partnership agree­ment of the Partnership, and a quorum was present. The consent has not been amended, modified, or rescinded and is now in full force and effect.

1.Partners holding [all/the required percentage] of the partnership interests in the Partnership consented to the activities by the Partnership reflected in the resolutions [below/attached]. The resolutions were duly adopted on the Date of Adoption. A quorum was present at the meeting of the partners of the Partnership, and all partners had signed a waiver of notice of the meeting in accordance with law and the partnership agreement of the Partnership. The consent has not been amended, modified, or rescinded and is now in full force and effect.

1.Partners holding [all/the required percentage] of the partnership interests in the Partnership have given written consent to the activities by the Partnership reflected in the res­olutions [below/attached]. The resolutions were duly adopted by written consent of the part­ners of the Partnership as of the Date of Adoption in accordance with law and the partnership agreement of the Partnership. The consent has not been amended, modified, or rescinded and is now in full force and effect.

2.I further certify that the Company is duly organized and existing under the laws of the state of [Texas/[name of state], is registered to do business in Texas,] and is in good stand­ing; that no proceeding is pending for the winding up or termination, voluntary or involuntary, of the Company or the Partnership; that there is no provision of the partnership agreement or certificate of formation of the Partnership limiting the powers of the partners of the Partner­ship to adopt the consent referred to above and that the consent is in conformity with the pro­visions of the agreement of limited partnership and certificate of formation; that the undersigned is the keeper of the records and minutes of the proceedings of the partners of the Partnership; and that the following persons constitute all of the partners of the Partnership:

   
[Name of partner]

   
[Name of partner]

   
[Name of secretary or other officer]

The undersigned hereby certifies that [he/she] is the duly elected and qualified presi­dent of [name of company]; that [name] is the duly elected and qualified [secretary/[other officer]] of [name of company]; that the signature above is [name]’s genuine signature; and that the foregoing certificate of resolutions is true and correct.

   
[Name of president]