Legal Certified Resolution Template

LEGAL CERTIFIED RESOLUTION

This Certified Resolution (the Resolution) is made effective as of by and between Company Name: , a corporation organized under the laws of State of Incorporation: (the Company), and Certifying Officer Name: (the Certifying Officer).

RECITALS

WHEREAS, the Board of Directors of the Company duly convened a meeting on at which a quorum was present and acting throughout; and

WHEREAS, the Board has determined that it is in the best interests of the Company to authorize, approve and ratify the corporate actions described below; and

WHEREAS, the Certifying Officer is authorized to certify and deliver copies of such resolutions to third parties as evidence of the Board's actions;

NOW, THEREFORE, BE IT RESOLVED

1. Resolution. The Board hereby authorizes and approves the acts, agreements, instruments and transactions described in the Action Description below and authorizes the officers of the Company to take all steps necessary to effectuate such acts and transactions.

2. Authority and Delegation. The officers of the Company are each authorized, on behalf of the Company, to negotiate, execute and deliver any and all documents, certificates and instruments and to perform all acts which they deem necessary or advisable to accomplish the purposes of this Resolution. Such authorization includes, without limitation, the power to amend, modify or supplement agreements on such terms as the officer executing such documents shall approve, such approval to be conclusively evidenced by the officer’s execution thereof.

3. Ratification. All actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by this Resolution are hereby ratified, confirmed and approved in all respects, and are authorized to be relied upon by any third party dealing with the Company.

4. Effective Date. This Resolution shall be effective as of the effective date first written above and shall remain in full force until repealed, amended or superseded by an express resolution of the Board of Directors.

CERTIFICATION

I, the undersigned Certifying Officer, hereby certify that (i) I am the duly elected and acting of the Company; (ii) the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Company at a meeting held on ; and (iii) said resolution is now in full force and effect.

I further certify that notice of the meeting at which said resolution was adopted was given in accordance with the bylaws of the Company and applicable law, or that such notice was duly waived by all directors entitled thereto. The minutes of the meeting accurately reflect the actions described herein.

NOTICES

All notices required or permitted under this Resolution shall be given in writing and shall be deemed duly given when delivered in person, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the address of the party set forth below or such other address as the party may designate in writing.

MISCELLANEOUS

Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of Incorporation specified above, without regard to choice of law principles.

Entire Agreement. This document constitutes the entire certified resolution with respect to the matters addressed herein and supersedes any prior certified resolutions or written consents relating to such matters.

Severability. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

Amendment; Waiver. This Resolution may be amended or supplemented by a subsequent resolution adopted by the Board. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Counterparts. This Resolution may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed original signatures for all purposes.

ADDITIONAL REPRESENTATIONS

The Certifying Officer affirms that he/she is authorized to certify this Resolution and that all corporate formalities required to validate the actions set forth herein have been observed to the extent required by applicable law.

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