Resolution to Commence Litigation

WHEREAS, based on advice of counsel, the Corporation believes it has a valid claim against PLAINTIFF summarily arising from REASON, be it:

FURTHER RESOLVED, that LAWYER NAME act as counsel for the Corporation on said matter upon such fee arrangement as may be customarily prevailing and agreeable to the President of the Corporation, and that it be:

FURTHER RESOLVED, that the President of the Corporation, upon the recommendation of counsel, be authorized to settle said claim for such amount and on such terms as the President deems to be in the best interests of the Corporation.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of COMPANY NAME,a corporation duly formed pursuant to the laws of the state of YOUR STATE and that the foregoing is a true record of a resolution duly adopted at a meeting of the DIRECTORS/MEMBERS and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on MEETING DATE,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this DAY OF THE WEEK, CURRENT MONTH of CURRENT YEAR.