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WHEREAS, a claim has been made by [Name] against the Corporation, which claim summarily asserts: [Assertion], and
WHEREAS, it is believed that the Corporation has a valid and good defense against said claim; it is
RESOLVED, that the Corporation defend against said claim; and it is
RESOLVED, that the Corporation retain [Firm] as attorneys to defend said action; and
RESOLVED FURTHER, that the President, upon the recommendation of counsel, be authorized to compromise and settle said claim for an amount and on such terms as counsel deems to be in the best interests of the Corporation.
The undersigned hereby certifies that [Name] is the duly elected and qualified Secretary and the custodian of the books and records and seal of [Name], a corporation duly formed pursuant to the laws of the State of [State], and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with state law and the Bylaws of the above named Corporation on [Date], and that said resolution is now in full force and effect without modification or rescission.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above named Corporation on [Date].
A True Record.