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Corporate Secretary's Certificate


Overview
- The Corporate Secretary's Certificate is used to document special actions taken by the corporation's board of directors.  
- In the standard Bylaws, the board of directors provides the officers with broad, but general, authority to manage the business of the corporation.  
- From time to time, it may be appropriate for the board of directors to specifically grant authority to one or more officers to perform certain special tasks.  
- The certificate restates the relevant resolutions approved by the board of directors, along with language certifying that those resolutions were duly adopted.  This provides the party dealing with the corporation with tangible evidence about the scope of the officer's authority to complete the deal.

When You Need It
- To be used by the Corporate Secretary to formally certify that the board of directors has taken a particular action.
- The certificate may be useful for corporations formed in any state, and regardless of whether the resolutions where approved at a live meeting or through a written consent.


Getting Started

You will need:
- Name and address of the company.
- Name of the Corporate Secretary.
- Details of how the action was adopted by the Board (live vote or by consent).
- The date of the board resolution.
- A copy of the board resolution to be attached as an exhibit to the certificate.

When to Review and Revise 
- To correct the information contained in the certificate.
- To draft another certificate.