Form 26-13

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

Certificate of Resolutions

[Nonprofit Corporation]

Date:

Corporation:

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

[I/We], the [members/directors/secretary/[other authorized officer]] of [name of corpo­ration] (the “Corporation”), a Texas nonprofit corporation, certify that [I/we] have custody of the records of the Corporation and that [I am/we are] authorized to execute and deliver this certificate of resolutions on behalf of the Corporation. [I/We] further certify as follows:

1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A meeting of the [members/directors] of the Corporation was called and held in accordance with law and the bylaws of the Corporation, and a quorum was present. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.

1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A quorum was present at the meeting of the [members/directors] of the Corporation, and all [members/directors] had signed a waiver of notice of the meeting in accordance with law and the bylaws of the Corporation. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.

1.The resolutions [below/attached] were duly adopted as of the Date of Adoption by written consent of the [members/directors] of the Corporation as required by law and the bylaws of the Corporation. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.

2.[I/We] further certify that the Corporation is duly organized and existing under the laws of the state of [Texas/[name of state], is qualified to do business in Texas,] and is in good standing; that no proceeding is pending for the termination of the Corporation’s [certificate of formation/registration] or for the winding up or termination, voluntary or involuntary, of the Corporation; that there is no provision of the bylaws or certificate of formation of the Corpo­ration limiting the powers of the [members/directors] of the Corporation to adopt the resolu­tions referred to above and that the resolutions are in conformity with the provisions of the bylaws and the certificate of formation of the Corporation; that the undersigned is the keeper of the records and minutes of the proceedings of the Corporation; and that the following per­sons constitute all of the [members/directors] of the Corporation:

   
[Name of member or director]

   
[Name of member or director]

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

   
[Name of president]