Written Homework #11
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    Certification of Corporate
    Resolutions

    Homework Assignment
    • Prepare the document requested by the City (see below).  Make the title of your document "Certification of Corporate Resolutions"

    Background
    • Your firm represents a nonprofit developer named Good Housing Corporation.  Yesterday its president, Jill Jones, called and told you that the corporation was going to borrow funds from the City of Miami Beach for a proposed affordable housing deal.

    • The amount money of the $1.2 million.  The City obtained these funds through a grant from the United States Department of Housing and Urban Development as part of its HOME program (the federal grant has allowed the City to provide funding a number of projects, including this one, sponsored by different developers).

    • The funds will be used to rehabilitate a multi-family residential apartment building that the corporation owns at 1234 West Avenue, Miami Beach, Florida 33130;

    • The loan will require execution of documents that your firm will prepare at a later date which include the following:  Promissory Note, Loan Agreement, Mortgage, and other related documents.

    Certification of Corporate Resolutions:  The City wants proof that the board of directors has authorized the loan and has designated a specific officer to sign the documents.  They have requested that your client provide a certification entitled "Certification of Corporate Resolutions signed by its corporate secretary certifying the following
    • that the corporation is is good standing with the State of Florida

    • That the borrower's board of directors, at a meeting held on a stated date, had properly adopted the specfic Resolutions mentioned else where in the document that you are preparing and that those Resolutions have not been recended and remain in full force and effect..

      • One of the Resolution quoted in your document must authorize the corporation to enter into loan transaction.  That transaction must be identified with reasonable specificity (i.e. the names of the parties, the amount of the loan, the purpose of the loan, etc).

      • Another of those Resolutions must authorize a specifically named officer to sign any and all of the documents necessary to close on the loan.

    • In you document the corporate secretary must also certify the authenticity of a sample signature of the corporation's president.  Thus in the body of your document you must provide a place for the president to provide the sample signature.

    Other Relevant facts
    1. For purposes of this assignment assume that the current date is August 31, 2018 and that the board of directors will be meeting within the next week or two.  Because you don't know the exact date your certification document must contain a blank space where the date of the directors meeting can be entered later.

    2. The incumbent corporate secretary is Jay Smith.  The person that will be authorized to sign the documents is the corporation's president, Jill Jones.