Appendix M Form of Certificate of Secretary, with Attached Resolutions

AuthorGregory M Stein - Michael D Goodwin - Morton P Fisher Jr
Pages591-594
Appendices 591
Appendix M
Form of Certificate of Secretary,
with Attached Resolutions
Note: The following form of officer’s certificate is for a corporation. The
forms of certificates for partnerships and limited liability entities are sub-
stantially parallel. The resolutions attached as Exhibit C, in the form of a
unanimous written consent of directors, authorize the corporation to pur-
chase the property and to borrow the proceeds of the loan.
CERTIFICATE OF SECRETARY
I, the undersigned Secretary of ,
a corporation organized and existing under the laws of the [State]
[Commonwealth] of (the “Borrower”), do hereby certify to
, a , its successors,
endorsees, and assigns (collectively, the “Lender”) that:
1. I am the duly qualified, elected, and acting Secretary of Borrower,
a corporation duly organized and existing and in good standing under the
laws of the [State] [Commonwealth] of , and that as such Secretary
I have custody of and am familiar with the corporate records of Borrower;
2. Attached to this Certificate as Exhibit A is a true, correct, and
complete copy of the Articles of Incorporation of Borrower as filed with
(the “ ”)
on , 20 , together with all amendments thereto adopted
through the date of this Certificate. The Articles of Incorporation, and any
amendments thereto attached as part of Exhibit A, have been duly filed
with the and are in full force and effect as of the date of
this Certificate;
3. Attached to this Certificate as Exhibit B is a true, correct, and
complete copy of the By-Laws of Borrower, as amended to the date hereof,
and such By-Laws were in full force and effect on the date of the Unanimous
Written Consent of Directors referred to in paragraph 4 below and remain
in full force and effect as of the date of this Certificate;
4. Attached to this Certificate as Exhibit C is a true, correct, and
complete copy of the Unanimous Written Consent of Directors of Borrower,
which Unanimous Written Consent of Directors and the resolutions set
forth therein have not been revoked, modified, amended, or rescinded and
are in full force and effect as of the date of this Certificate; and
5. The persons whose names, titles, and signatures appear on
the Incumbency and Signature Schedule of Borrower attached to this
ste54861_11_app_517-606.indd 591 8/4/16 3:27 PM

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