Corporate Resolutions and Secretary's Certificates Pack

DOCUMENT 1

SECRETARY'S CERTIFICATE OF BOARD RESOLUTIONS

[CORPORATION NAME]

The undersigned, being the duly elected [Secretary OR Assistant Secretary] of [CORPORATION NAME] (the "Corporation"), a corporation duly organized and validly existing under the laws of the Commonwealth of Puerto Rico, acting pursuant to the Puerto Rico General Corporations Act, Act No. 164 of December 16, 2009, as amended (the "Act"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation [at a meeting held on RESOLUTION DATE at which a quorum was present and acting throughout OR by unanimous written consent dated RESOLUTION DATE], and that such resolutions have not been altered, amended, modified or rescinded and are in full force and effect on the date of this certificate:

Keep the resolutions you need from the menu below, inside the quotation marks, and delete the rest. Each resolution is complete on its own. The bracketed heading of each one tells you what it is for; delete that heading as well. Resolutions A through T may also be used, word for word, in Document 4 (board consent) and Document 6 (board minutes).

"[A — Approval of a contract or agreement]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to approve that certain [DESCRIPTION OF CONTRACT — e.g., "Supply Agreement" OR "Non-Disclosure Agreement" OR "Consulting Agreement"] [dated CONTRACT DATE, OR DELETE] to be entered into by and between the Corporation and [COUNTERPARTY NAME] (the "Agreement"), substantially on the terms presented to the Board;

[B — Borrowing: line of credit or term loan]

RESOLVED, that the Corporation apply for and obtain from [LENDER NAME] (the "Lender") a [revolving line of credit OR term loan] in the principal amount of up to $[LOAN AMOUNT] (the "Loan"), on such terms and conditions as the President of the Corporation agrees with the Lender, and that the Corporation may grant the Lender a security interest in, or mortgage over, [COLLATERAL DESCRIPTION, OR "the Corporation's assets"] to secure the Loan;

[C — Approval of audited or annual financial statements]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to approve the [audited OR reviewed OR compiled] financial statements of the Corporation for the fiscal year ended [FISCAL YEAR END DATE], prepared and submitted by [ACCOUNTING FIRM NAME], and that the same be placed in the minute book of the Corporation;

[D — Declaration of dividends by class of shares]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to declare the following dividends for fiscal year [FISCAL YEAR], payable on [DIVIDEND PAYMENT DATE] to the shareholders of record on [RECORD DATE], the Board having determined that the Corporation has the surplus or net profits from which Article 5.18 of the Act permits a dividend to be paid and that, after payment, the Corporation will be able to pay its debts as they come due:

BE IT FURTHER RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to declare an extraordinary dividend on the [CLASS OF SHARES] equal to $[EXTRAORDINARY DIVIDEND PER SHARE] per share, which amount totals $[EXTRAORDINARY DIVIDEND TOTAL] [, OR DELETE THIS PARAGRAPH IF THERE IS NO EXTRAORDINARY DIVIDEND]; and that the Treasurer is authorized to withhold from every dividend the Puerto Rico income tax that the Internal Revenue Code of Puerto Rico requires to be withheld at source, and any federal withholding that applies, and to remit it to the Department of the Treasury (Departamento de Hacienda) or the Internal Revenue Service, as the case may be;

[E — Bank accounts and authorized signatories]

RESOLVED, that the Corporation maintain one or more deposit accounts in its name at [BANK NAME] (the "Bank"); that [SIGNATORY 1 NAME, SIGNATORY 1 TITLE] [and SIGNATORY 2 NAME, SIGNATORY 2 TITLE, OR DELETE] [is OR are] designated as authorized signatories of the Corporation's accounts at the Bank, each [acting alone OR acting alone for amounts up to $SINGLE SIGNATURE LIMIT and jointly with another authorized signatory above that amount]; that the Bank's standard form of corporate banking resolution is adopted and incorporated by reference; and that the Bank may rely on this resolution until it receives written notice of its revocation;

[F — Capital improvements, construction contract and project supervisor]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to approve the following improvements to the Corporation's facilities located at [FACILITY ADDRESS]: [DESCRIPTION OF IMPROVEMENTS — e.g., "(i) remodel the restrooms; (ii) replace the windows; and (iii) replace the ventilation equipment"]; to award the construction contract for the improvements to [CONTRACTOR NAME] for a contract price not to exceed $[CONTRACT PRICE] (the "Construction Contract"); to select [SUPERVISOR NAME] as supervisor of the project, who shall review the proposals presented by the contractors and report to the Board; and to select [LENDER NAME, OR "the Corporation's own funds"] to finance the project;

[G — Sale of a corporate asset (vehicle, equipment, other property)]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to sell that certain [ASSET DESCRIPTION — e.g., "2019 Ford Transit cargo van, VIN 1FTYR2CM0KKA00000, license plate ABC-123"] (the "Asset") to [BUYER NAME] for the purchase price of $[SALE PRICE] [, "as is", OR DELETE] (the "Transaction");

[H — Purchase of an asset or real property]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to purchase [ASSET OR PROPERTY DESCRIPTION — e.g., "the real property located at PROPERTY ADDRESS" OR "a commercial oven, model and serial number"] from [SELLER NAME] for a purchase price not to exceed $[PURCHASE PRICE], substantially on the terms presented to the Board (the "Purchase");

[I — Lease of premises, as landlord or as tenant]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to [offer for lease OR lease] the premises described as [PREMISES DESCRIPTION — e.g., "the remaining available office space in Building B, approximately 2,400 square feet" OR "Suite 401, 1,200 square feet"] located at [PREMISES ADDRESS] [to TENANT NAME OR from LANDLORD NAME] for a term of [LEASE TERM] at a rent of $[RENT AMOUNT] per [square foot per year OR month], substantially on the terms presented to the Board (the "Lease");

[J — Government agency filing, permit, utility service or incentives agreement]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to [apply for and obtain OR approve and enter into] [DESCRIPTION OF FILING, PERMIT, SERVICE OR AGREEMENT — e.g., "electric service for Suite 201 of the Corporation's building" OR "the incentives agreement dated AGREEMENT DATE" OR "the use permit for the premises"] with [AGENCY, UTILITY OR AUTHORITY NAME] (the "Agency"), and to accept and comply with the terms the Agency requires (the "Agency Matter") [FOR A TAX INCENTIVES DECREE OR AGREEMENT, ADD: ", including the terms of the decree or incentives agreement issued under the Puerto Rico Incentives Code, Act 60-2019, or the applicable incentives law", OR DELETE];

[K — Investment in a new line of business or capital project]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to authorize an investment of up to $[INVESTMENT AMOUNT] for the purpose of [PURPOSE OF INVESTMENT — e.g., "establishing a second production line" OR "opening a retail location at ADDRESS"], and that the President is authorized to commit and spend that amount for that purpose and to report to the Board on the progress of the project;

[L — Acquisition: offer to purchase another business or its shares]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to approve the submission of a [non-binding letter of intent OR offer] for the acquisition of [TARGET NAME] [by purchase of its shares OR by purchase of its assets] for a purchase price in the range of $[PRICE RANGE LOW] to $[PRICE RANGE HIGH] (the "Acquisition"), and that [NEGOTIATOR NAME] is authorized to negotiate the terms of the Acquisition, with any definitive agreement to be submitted to the Board for approval before it is signed;

[M — Change of the corporate name]

RESOLVED, that the Board of Directors of the Corporation deems it advisable, and hereby declares it to be advisable, to change the name of the Corporation to "[NEW CORPORATE NAME]", to submit the change to the shareholders for their approval as the Act requires, and, once approved, to file the amendment of the Certificate of Incorporation with the Department of State of Puerto Rico and to take every other step needed to formalize the change with every governmental agency, bank and counterparty;

[N — Election or removal of officers; filling a vacancy on the board]

RESOLVED, that [OFFICER OR DIRECTOR NAME] is [elected OR appointed OR removed] as [OFFICE OR "director"] of the Corporation effective [DATE OF CHANGE], [to serve at the pleasure of the Board OR to fill the vacancy created by the resignation of OUTGOING NAME and to serve until the next annual meeting of shareholders and until a successor is elected and qualified], and that the Corporation's records, banking resolutions and filings be updated accordingly;

INSTRUCTION SHEET

Corporate Resolutions and Secretary's Certificates Pack

A corporation acts through its board of directors, and the board acts by resolution. Nobody outside the company sees the board vote; what they see is a certificate signed by the Secretary saying what the board resolved and who may sign. Banks ask for it before opening an account or lending. Buyers, landlords, government agencies and utilities ask for it before signing. Auditors and courts ask for it afterwards. This pack gives a Puerto Rico corporation the certificates, consents and minutes it needs over its life, written in the form banks and agencies are used to seeing.