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1. Corporation Identification: Full legal name of the corporation, registration number, and registered office address
2. Meeting Details: Date, time, location of the board meeting where the resolution was passed, and confirmation of quorum
3. Recitals: Background information establishing the purpose and context of the borrowing resolution
4. Resolutions: The actual resolved matters, including authorized borrowing amount, types of borrowing permitted, and designated individuals
5. Authorized Officers: Names and titles of individuals authorized to execute loan documents and related agreements
6. Borrowing Powers: Specific powers granted, including ability to borrow, pledge assets, execute documents
7. Banking Institutions: Identification of approved financial institutions for borrowing relationships
8. Certification: Secretary's or officer's certification that the resolution was duly passed and remains in effect
1. Specific Transaction Details: Used when the resolution is being passed for a specific loan or credit facility rather than general borrowing powers
2. Limitations and Restrictions: Include when there are specific limits on borrowing amounts or types of facilities that can be entered into
3. Security Authorization: Added when the corporation needs to explicitly authorize the granting of security interests or guarantees
4. Prior Resolutions: Section addressing whether this resolution supersedes or complements previous borrowing resolutions
5. Foreign Currency Authorization: Include when the corporation needs authority to borrow in foreign currencies
6. Multiple Banking Relationships: Used when the corporation maintains relationships with multiple financial institutions
1. Schedule A - Authorized Signatories: Detailed list of authorized individuals with their titles and specimen signatures
2. Schedule B - Approved Financial Institutions: Complete list of approved banks and financial institutions with contact details
3. Schedule C - Borrowing Limits: Specific monetary limits and restrictions for different types of borrowing facilities
4. Schedule D - Forms of Security: List of approved types of security that may be granted to secure borrowings
5. Appendix 1 - Certificate of Incumbency: Confirms the current officers and directors of the corporation
6. Appendix 2 - Corporate Documentation: Copies of relevant corporate documents including articles of incorporation and bylaws
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