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Corporate Resolutions and Secretarial Certificates:

Documents for the Authorization of Signatures


Whenever a contract is signed by a contractor, the person signing on behalf of the contractor must
be authorized to sign prior to signing the contract. The documentation of this authority has basic
components in most every instance:
1. the governing body of the corporation (usually its Board of irectors!
". meets on a specific date
#. at $hich meeting it is decided to specifically authorize (the %&esolution'!
(. a specific person by name and title, usually an officer of the corporation
). to sign the contract
*. then a different office of the corporation (other than the person authorized to sign
the contract!
+. certifies that the &esolution occurred on the date specific and
,. that it is still in effect as of the date of the certification
Guidelines for Valid Corporate Resolutions
-. The certification must bear an original signature by an officer of the corporation, preferably the
.ecretary, and one other than the person authorized to sign the contract.
B. The &esolution should state the name of the person authorized to sign the contract. /f the &esolution
only states the title of the officer so authorized, a 0ertification by a corporate officer must be provided certifying that
the individual signing the contract held that office at the time the contract $as signed.
0. The actual statement of the &esolution (the language follo$ing the $ord %&1.2341' in the
e5amples provided! should contain the e5act $ording from the &esolution that the Board adopted.
. The contract must be signed exactly as the name is stated in the &esolution: the name and title must
match precisely.
1. The date on $hich the &esolution $as adopted must precede the date on $hich the contract $as
signed, but the date on $hich the &esolution $as certified cannot precede the date the contract $as signed. The
essential goal is to document that on the day the contract $as signed, the duly authorized person $as authorized to do
so. .ee e5amples provided.
6. /f the corporation does not possess a corporate seal, the notation %3...' may be $ritten inside a
circle ne5t to the .ecretarys signature and the line in the documentation about a seal being affi5ed thereto deleted or
crossed out and the resolution must also state that the corporation has no seal. /f the corporation does have a seal, it
should be affi5ed in such a $ay as to be visible.
7. /n lieu of a certified resolution,
a. a certified copy of the applicable sections of the corporate byla$s $hich authorize
e5ecution of the contract by the signatory may be submitted along $ith a certification that the person signing
the contract held the office in 8uestion at the time the contract $as signed, 2&
b. a certified copy of the minutes of the meeting the Board of irectors at $hich the contract
signatory $as authorized to sign the contract under revie$ (or the particular type of contract of $hich the one
under revie$ is an e5ample! may be provided.
Enclosures: 15amples 1. Sample Certified &esolution
". Sample .ecretarial 0ertificate, in lieu of 0ertified &esolution
1
SAMPLE (fll in all underlined areas)
CERTIFIED RESOLUTION
I, (name of Secretary), Secretary of (name of corporation), a corporation organized and
existing under the laws of the State of (name of state), (the Company), do hereby certify
that the following is a true and correct copy of a resolution duly adopted at a meeting of the
oard of !irectors of the Company duly held and con"ened on (date) at which meeting a duly
constituted #uorum of the oard of !irectors was present and acting throughout, and that
such resolution has not been modi$ed, rescinded or re"o%ed, and is at present in full force and
e&ect'
RESOLVED: (hat (name of o)cer), the (o)ce held, e*g* +resident,
,ice-+resident .) of (name of corporation), is empowered and authorized to
execute and deli"er in the name of and on behalf of this Company a certain
contract with (name of state agency) for (general description of ser"ices) and
to a)x the corporate seal (if applicable)*
--- /0 ---
THAT according to the organizational ylaws of the corporation,
Section (insert section) name of o)cer), the (o)ce held, e*g* +resident, ,ice-
+resident .) of (name of corporation), is empowered and authorized to
execute and deli"er in the name of and on behalf of the Company a certain
contract with (name of state agency) for (general description of ser"ices) and
to a)x the corporate seal (if applicable)*
*
If the Company has a seal:
IN WITNESS HEREOF, the undersigned has a)xes his1her signature and the
corporate seal of the corporation this 222222 day of 22222222, 344222*

If the Company has no seal'
IN WITNESS HEREOF, the undersigned has a)xes his1her signature this 222222 day of
22222222, 344222* (he Company has no corporate seal* (If there is no Corporate Seal, circle the
L.S. below)
2222222222222222222222222222222222222222
(Corporate Seal) (name of Secretary)
(5*S*) Secretary
--------------------------------------------------------------------------------------------------------------------
State of 2222222222222222222222222''
County of 2222222222222222222222222''
+ersonally appeared before me this 22222st1th day of 222222222222, 344222, 2222222222222222222222222222
(name of Secretary),
Secretary of 22222222222222222222222222222, and made oath that the abo"e is a true copy from the records
of
(name of corporation)
the corporation*
22222222222222222222222222222222222222222222222222
6otary +ublic
7y commission expires on' 222222222222222
SAMPLE (fll in all underlined areas)
"
Secretarial Certifcate
In lieu of Certifed Resolution
(ttachin! copy of corporate "ylaws)
I, 2222222222222222222222222, Secretary of 89: Corporation, a (22222insert
state22222222222222)
(name of Secretary)
corporation, do ;<0<9 certify that the attached copy of Section(s) 2222222222222222222222 of
the corporate
bylaws authorize 22222222222222222222222222222222222222222222222222, who is hereby con$rmed
to be the
(name of person authorized)
222222222222222222222222222222222222222222222222222222222222222222222222222222 of the
corporation*
(title of person authorized)
ttached hereto is1are the applicable section(s) of the corporate bylaws which
authorize execution of the contract by the signatory indicated abo"e, which bylaw(s) has1ha"e
not been modi$ed, rescinded or re"o%ed are is1are at present in full force and e&ect*
IN WITNESS HEREOF, the undersigned has a)xes his1her signature (and the
corporate seal of the corporation, if applicable) this 222222 day of 22222222, 344222*

(Corporate Seal)
(5*S*) 2222222222222222222222222222222222222222
(name of Secretary)
Secretary
--------------------------------------------------------------------------------------------------------------------
State of 2222222222222222222222222''
County of 2222222222222222222222222''
+ersonally appeared before me this 22222st1th day of 222222222222, 344222, 22222222222222222222222222222
(name of Secretary),
Secretary of 22222222222222222222222222222, and made oath that the abo"e is a true copy from the records
of
(name of corporation)
the corporation*
22222222222222222222222222222222222222222222222222
6otary +ublic
7y commission expires on' 222222222222222
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