Case Study: ABC Nonprofit Legal Toolkit

Nonprofit Legal Toolkit* 54

S ample Corporate Resolutions
SAMPLE
CERTIFICATE OF CORPORATE RESOLUTION TO BORROW MONIES
AND PLEDGE PROPERTY AS COLLATERAL
Date:
August __, 1974
Corporation:
ABC Nonprofit Organization
President:
Richard Nixon
Vice-President:
Gerald Ford
Secretary:
Henry Kissinger
Treasurer:
John Connally
Date of Meeting of Board of Directors: August 9, 1974

We, the President and the Secretary of the Corporation, certify the following facts:
1.
ABC Nonprofit Organization is a Texas non-profit corporation, is organized and operating under the laws of Texas, is qualified to do business here, and is in good standing.
2.
No proceedings for forfeiture of the certificate of incorporation or for voluntary or
involuntary dissolution of the corporation are pending.
3.
Neither the articles of incorporation nor bylaws of the corporation limit the power of the Board of
Directors to pass the resolutions below.
4.
The President, Secretary, and (other corporate officers) are the persons authorized to adopt and sign this resolution.
5.
The Secretary keeps the records and minutes of the proceedings of the Board of Directors of the
Corporation, and the resolutions below are an accurate reproduction of the ones made in those proceedings: they have not been altered, amended, rescinded, or repealed, and are now in effect.
6.
The resolutions below were legally adopted on the above-referenced date of the meeting of the Board of Directors, which was called and held in accordance with the law and the bylaws of the Corporation, and at which a quorum was present.
7.
The following resolutions have been legally adopted by the Board of Directors:
RESOLVED, that the Corporation authorizes its president, Richard Nixon, and vicepresident, Gerald Ford, to enter into a loan agreement in the amount of $_____, at an annual interest rate of ___ percent, for a period of __ months from the date of settlement with_____________ Bank to develop for placement and sale of ___ housing units for lowincome home buyers. They are hereby, authorized, empowered, and directed to execute, acknowledge, and deliver for and on behalf and in the name of the Corporation such deeds, assignments, bills of sale, promissory notes, deeds of trust, financing statements, security agreements, guaranties, and instruments, containing such other terms
and conditions which the President, or the Vice-President of the Corporation may, in accordance with the above terms, in each of his sole discretion, deem necessary or desirable, his approval thereof to be conclusively presumed by his execution thereof (except that only those properties listed below may be encumbered in this transaction).
The attestation by the Secretary of the Corporation and the affixation of the seal of the Corporation shall not

Nonprofit Legal Toolkit* 55

be necessary;
RESOLVED, that the President and Vice-President of the Corporation be, and is hereby specifically authorized, to execute real estate lien notes and deeds of trust to secure the lien notes on those certain real properties situated in ___ County, Texas, described below:
[Enter Property Description Here]
RESOLVED, that the Board of Directors of the Corporation finds that these authorized transactions shall directly or indirectly benefit the Corporation;
RESOLVED, that the foregoing powers and authority shall continue in full force and effect until written notice of revocation has been given by the Corporation to the Lender, and the
Lender’s written acknowledgment of receipt is obtained.
8.

The following individuals are duly elected officers of the Corporation holding the offices set
forth opposite their respective names, as of the date hereof; the signatures set opposite the respective names and titles of the officers are their true, authentic signatures; and the Corporation does not have a seal.
NAME
Richard Nixon
Gerald Ford
Henry Kissinger

TITLE
President
Vice-President
Secretary

SIGNATURE
____________________
____________________
____________________

IN WITNESS WHEREOF, I have duly executed this Certificate of Corporate Resolution this _______ day of
_________________ ,1974.
______________________________
Henry Kissinger, Secretary
I, Richard Nixon, President of the Corporation, do hereby certify that Henry Kissinger is the duly elected
Secretary of the Corporation. I also certify that the signatures set forth above are the correct signatures of the persons therein designated. I further certify that I have executed this resolution for the purpose stated herein for and on behalf of the Corporation.
IN WITNESS WHEREOF, I have duly executed this Certificate this ______ day of ____________ , 1974.
__________________________
Richard Nixon, President
STATE OF TEXAS
COUNTY OF __________
This instrument was acknowledged before me on the ______day of_____ _____, 1974, by Richard
Nixon, President of the Corporation, on behalf of the Corporation.
_________________________
Notary Public, State of Texas