Common use of SELLER IS A CORPORATION Clause in Contracts

SELLER IS A CORPORATION. If Seller is a corporation -- (i) The corporation agrees that it is signing the contract under seal. (ii) The full correct corporate name must be used. If a corporate division is involved, the corporation (not the division) should execute the contract. (iii) This signature must be that of one of the following: (1) chairperson, president, chief executive officer, vice- president, assistant vice-president, treasurer, chief financial officer, or (2) a person authorized by the board of directors to execute contracts in general or this particular contract. (iv) If someone other than chairperson, president, chief executive officer, vice-president, assistant vice-president, treasurer, chief financial officer signs, then you must attach a copy of the resolution of the board of directors authorizing the other person to sign the contract. That copy of the resolution must be certified by a corporate secretary, with the corporation’s seal impressed on it. A resolution in the following form will comply with the requirements of this subpart “iv,” although other forms may also be acceptable: RESOLVED, that [insert name of person authorized to sign] shall have authority to enter into contracts with the City of Durham, N.C., in the name of and on behalf of [insert corporation’s name] related to City of Durham Bid No. [insert bid number]. I, a Secretary or Assistant Secretary of the corporation whose name is stated above, certify that the foregoing is a true copy of a resolution duly adopted by the Board of Directors of the corporation, and that the resolution is still in effect. This the day of , 20 . (Affix corporate seal) Secretary of Assistant Secretary