This form certifies that a corporation has authorized an action. Most often this is done to confirm an individual officer’s authority to act on behalf of the corporation in connection with buying, selling, or mortgaging real property.
Certificate of Resolutions
[Corporation]
Date:
Corporation:
Date of Adoption: [date of meeting of board of directors or of written consent of directors]
The undersigned [secretary/assistant secretary] of the Corporation certifies the following facts:
1.The Corporation is organized and operating under the laws of [Texas/[other state], is registered to do business in Texas,] and is in good standing.
2.No proceeding for [termination of the certificate of formation/revocation of the registration] of the Corporation or for voluntary or involuntary termination of the Corporation is pending.
3.Neither the certificate of formation nor the bylaws of the Corporation limit the power of the board of directors to pass the resolutions [below/attached].
4.The undersigned is authorized to make and sign this certificate.
5.The undersigned keeps the records and minutes of the proceedings of the board of directors of the Corporation, and the resolutions [below/attached] are an accurate reproduction of the ones made in those proceedings. They have not been amended, modified, or rescinded and are now in full force and effect.
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Select one of the following. See Tex. Bus. Orgs. Code §§ 6.201, 6.202. |
6.The resolutions [below/attached] were duly adopted on the Date of Adoption. The meeting of the board of directors was called and held in accordance with law and the bylaws of the Corporation, and a quorum was present.
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Or |
6.The resolutions [below/attached] were duly adopted on the Date of Adoption. A quorum was present at the meeting of the board of directors, and all directors had signed a waiver of notice of the meeting in accordance with law and the bylaws of the Corporation.
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Or |
6.The resolutions [below/attached] were duly adopted by unanimous written consent of all directors as of the Date of Adoption, and the unanimous consent conforms with law and the bylaws of the Corporation.
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Continue with the following. |
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Include or attach full text of resolution(s). See, e.g., form 10-6 in this manual. |
7.[Set forth below/Attached] is a list of the names, titles, and signatures of the individuals who are currently serving as officers of the Corporation.
[Name of [secretary/assistant secretary]]
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Include corporate seal (if necessary) and corporate acknowledgment. |
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Include the following if applicable. |
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/assistant secretary] 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]
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Include acknowledgment. |