CERTIFICATE OF SECRETARY

The undersigned, ___________, Secretary of _________., a __________ corporation (the “Company”), does hereby, certify: FIRST: I am the duly elected, qualified and acting Secretary of the Company and have custody of the corporate records and minutes. SECOND: That attached hereto as Exhibit A is a complete copy of the resolutions duly adopted [at a meeting][via written consent] of the Board of Directors of the Company effective as of __________; and that said resolutions are still in full force and effect and have not been rescinded. IN WITNESS WHEREOF, I have hereupon set my hand this ___ of ________, ________

___________________ By: _________________ Its: __________________

CERTIFICATE OF SECRETARY
The undersigned, ___________, Secretary of _________., a __________ corporation (the “Company”), does hereby, certify: FIRST: I am the duly elected, qualified and acting Secretary of the Company and have custody of the corporate records and minutes. SECOND: That attached hereto as Exhibit A is a complete copy of the resolutions duly adopted [at a meeting][via written consent] of the Board of Directors of the Company effective as of __________; and that said resolutions are still in full force and effect and have not been rescinded. THIRD: The persons named below have, as of the date hereof, the positions indicated next to their names and that their signatures are genuine: Name and Position __________________ __________________ __________________ Signature ____________________________________________________ ____________________________________________________ _____________________________________________________

IN WITNESS WHEREOF, I have hereupon set my hand this ___ of ________, ________

___________________ By: _________________ Its: __________________

CERTIFICATE OF [MANAGER/MEMBER]
The undersigned, ___________, [Manager/Member] of _________., a __________ limited liability company (the “Company”), does hereby, certify: FIRST: I am [the duly appointed Manager/an authorized member] of the Company. SECOND: That attached hereto as Exhibit A is a complete copy of the action taken [at a meeting][via written consent] by the Company effective as of __________; and that said action is still in full force and effect and has not been rescinded. IN WITNESS WHEREOF, I have hereupon set my hand this ___ of ________, ________ By: _________________ Its: __________________

Attached are sample secretary’s certificates, a plain one and one with an incumbency section. Secretary’s certificates are sometimes requested by third parties as proof that the board of directors of a corporation have approved of certain actions. Incumbency sections are a way of having the corporation verify the authenticity of certain individual’s titles and signatures. Note that, as I explain in the freely accessible section of my written consent of the Board of Directors document, that simply attaching resolutions to a Secretary’s certificate and having the Secretary of the corporation in question sign the document is NOT correct. The Secretary is only supposed to attest to an action taken by the Board at a meeting or via written consent (if written consent is permitted by the corporation pursuant to its bylaws). So if a third party wants you to provide a secretary’s certificate as to certain resolutions, have your Board approve those resolutions before providing that certificate. Also, if they are asking you to do incumbency (lets say on your treasurer and assistant treasurer or your controller), make sure you have paperwork that shows those people were hired or given that title. Finally, make sure the secretary was appointed by the board (should be in the organizational minutes). I also included a variant that can be used for an LLC. Since most LLCs do not have secretaries, I modified it to either have a Manager or a Member sign it. Depending on whether you are a member managed or a manager managed LLC should determine whether a manager or a member signs it. Unlike a Secretary’s certificate, where by corporate practice, the officer knows as a secretary signs these documents, there is no equivalent in an LLC so any current Manager or Member should do. However, similar to the Secretary’s Certificate, this document is an attestation to an approval given by the LLC in the past, not the approval itself. So get the approval and then deliver the certificate.

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