GUIDELINES FOR VALID CORPORATE RESOLUTIONS:
(See attached samples)
The corporate resolution should contain the following:
Name of body adopting the resolution;
Date of meeting adopting resolution;
Name and title of person authorized to execute the contract. If the resolution does not specify a name, but only
states the title of the individual so authorized, a corporate officer must provide a certificate of incumbency certifying
that the individual signing the contract held the office at the time the contract was signed. Both the resolution and
certification of incumbency must give the date of the certification and the title of the certifier.
• The certification must bear an original signature by an officer of the corporation, preferably the secretary, which is
some one other than the person authorized to sign the contract.
• The actual statement of the resolution (the language following the word "RESOLVED" in the examples), should
contain the exact wording from the resolution that the Board adopted.
• The contract must be signed exactly as the name is called out in the resolution – the name and title must match
• The date on which the resolution was adopted can precede the date on which the contract was signed (but may not
precede the signature date by more than three (3) months without being re-certified as to its continuation and
effectiveness). However, the date of the incumbency certification cannot precede the date the contract was signed.
For example, for a contract signed June 1, 2007, the Certified Resolution can state that tie resolution was adopted
by the Board of Directors on March 1, 2007, but since there is more than three (3) months between the date of the
resolution and the date of the contract signature, the Secretary must re-certify that the resolution was so adopted, and
remains in effect, on or after June 1, 2007, thus showing that on the date the contract was signed, the signatory in fact
had the authority to do so.