IM-11571. Sample Certificate and Authorizing Resolution/Certificate of Incumbency

This rule is no longer applicable. NASD Rule 11000 Series has been superseded by FINRA Rule 11000 Series. Please consult the appropriate FINRA Rule.

I hereby certify that a meeting of the Board of Directors of ___________________________ a corporation organized under the laws of the State of ___________________________ held the _________ day of ________________, 19______, at which a quorum was present and acting throughout, the following resolution was duly adopted and is now in full force and effect:

RESOLVED, that any one of the following officers of this Corporation, viz: the President, Vice President, Treasurer or Secretary, be and is hereby fully authorized and empowered to sell, assign, transfer and deliver any and all shares of stock, bonds, debentures, notes, evidences of indebtedness, or other securities now or hereafter standing in the name of or owned by this Corporation, and to make, execute, and deliver, any and all written instruments necessary or proper to effectuate the authority hereby conferred.

I further certify that the authority thereby conferred is not inconsistent with the Charter or By-Laws of this Corporation, and that the following is a true and correct list of the officers of this Corporation authorized to act.

Signing Officers:

In witness, whereof, I have hereunto set my hand and the seal of said Corporation this _________ day of ________________, 19______.

(Affix Corporate Seal)

(The foregoing certification and the assignment of the securities should be executed by different officers.)