|
|
Guidelines
for Valid Corporate Resolutions
- The certification
must bear an original signature by an officer of the corporation,
(preferably the secretary), and this signature must be someone
other than the person who signed the Personal Service Agreement.
- The resolution
should state the name of the person authorized to sign the contract.
If the resolution only states the title of the officer so authorized,
a certification by a corporate officer must be provided certifying
that the individual signing the contract held that office at the
time the contract was signed.
- The actual
statement of the resolution (the language following the word "RESOLVED"
in the examples), should contain the exact wording from the resolution
that the Board adopted.
- The contract
must be signed exactly as the name is called out in the resolution
- the name and title must match precisely.
- The date
on which the resolution was adopted can precede the date on which
the contract was signed, but the date on which the resolution
is certified cannot precede the date the contract was signed.
For example, for a contract signed July 1, 2003, the Certified
Resolution can state that the resolution was adopted by the Board
of Directors on March 1, 2002, but the Secretary must certify
that the resolution was so adopted, and remains in effect, on
or after July 1, 2003, thus showing that on the date the contract
was signed, the signatory in fact had the authority to do so.
- If the corporation
does not possess a corporate seal, the "L.S." notation
may be written next to the Secretary's signature. In addition,
the "L.S." notation should be written next to the signature
of the corporate officer on the contract itself. If the corporation
does have a seal, the seal should be affixed both to the signature
page of the contract and to the certified resolution.
- In lieu of
a certified resolution, a certified copy of the applicable sections
of the corporate bylaws which authorize execution of the contract
by the signing person may be submitted along with a certification
that the person signing the contract held office in question at
the time the contract was signed. Or, a certified copy of minutes
of the meeting of the board of directors at which the contract
signatory was authorized to sign the contract under review (or
the particular type of contract of which the one under review
is an example) may be provided.
- Examples
Guidelines
for Valid LLC Resolutions
- The certified
resolution must state: (i) that the LLC is run by members or managers;
(ii) that the signatory is either a member or manager of the LLC;
and, (iii) that as such, he or she is not prohibited or limited
by the LLC's articles of organization from binding the LLC.
- The signatory
must sign the contract in the capacity noted in the resolution
(i.e., as member or manager, as applicable).
- If possible,
a member or manager who is not the contract signatory should sign
the resolution.
- If the LLC
does not possess a corporate seal, the "L.S." notation
maybe used instead, but the certification must specifically state
that the LLC has no seal.
- Examples
Guidelines
for Valid Partnership Resolutions
- Generally,
any general partner of a general or limited partnership has the
authority to sign a contract on behalf of the partnership.
- However,
if possible, a contractor that is a partnership should provide
a certification from a general partner, other than the general
partner signing the contract (or from all the general partners),
stating that the general partner signing the contract has such
authority.
- If a limited
partner signs the contract, a copy of the limited partnership
agreement should be provided so that it can be reviewed for confirmation
that the named limited partner has signatory authority.
- The partner
signing the contract must provide his or her title (i.e., general
partner, limited partner) next to his or her signature on the
contract.
- Example
Examples:
|
|
NSF
NIH
eRA Commons
Grants.gov