I, _______________, Secretary of _______________, (Corporation) do hereby certify that at a duly constituted meeting of the Stockholders and Directors of the Corporation held at the office of the Corporation on _______________, 20 ___, it was upon motion duly made and seconded, that it be VOTED: _______________ _______________
It was upon further motion made and seconded that it be further VOTED: That _______________ in the capacity as _______________ of the Corporation is empowered, authorized and directed to execute, deliver and accept any and all documents and undertake all acts reasonably required or incidental to accomplish the foregoing vote, all on such terms and conditions as he or she in his or her discretion deems to be in the best interests of the Corporation.
I further certify that the foregoing votes are in full force this date without rescission, modification or amendment.
Signed under seal this __________ of __________, 20 ___.