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RESOLVED that the [Corporation] Board of Directors is hereby authorized to acquire from [Name] all its assets, property, accounts, and receivables on the terms and conditions set forth in an agreement dated [Date], a copy of which the Secretary is directed to attach to the minutes of this meeting.
I, [Name], certify that I am the duly appointed Secretary of the [Corporation] and that the above resolution was duly adopted at a meeting of the shareholders, convened and held in accordance with the laws of the State of [State] and the bylaws of the Corporation on [Date], and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I certify by my hand and the seal of the [Corporation] that this is a true and correct copy.