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__________________, the undersigned, of _____________________________________________________ (address), certifies that he is the Secretary of ________________________ (corporation), a corporation organized under the laws of _________________ (state), having its principal office at _____________ ______________________ (address) and that the following is a true copy of a resolution duly adopted by the board of directors of _______________________ (corporation) at a meeting held by them on ________________ (date), where a quorum was present.

Resolved, that __________________ (bank), of ________________________________________ (address), is hereby authorized to honor checks, drafts, and other negotiable instruments for the payment of money drawn in the name of ______________________ (corporation), bearing the facsimile signature of any of the following persons: _____________________________________________________ _____________________________________________________

__________________ (bank) is entitled to honor and to charge __________________ (corporation) for the negotiable instruments bearing a facsimile signature regardless of how or by whom the facsimile signature was affixed, if the signature resembles a facsimile filed with __________________ (bank) by the undersigned.

The undersigned further certifies that there is no provision in the articles of incorporation or the bylaws of __________________ (corporation) limiting the power of the board of directors to pass the resolution described above and that the resolution is in conformity with the provisions of the articles of incorporation and the bylaws and this resolution has not been rescinded or modified.








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