Corporate Governance · glossary

Certified extract

A copy of one decision from the minutes, signed by the company secretary as a true extract. A bank asks for one before it lends. She certifies only a decision she can find: a quorate meeting, or a written resolution every eligible director signed. Charter §1.5 · Charter §4.6 · Chapter 6 · Chapter 10

Explained in Chapter 6, Meetings, Quorum and the Decision That Did Not Count, of Corporate Governance.

How it comes up, in Chapter 6
A bank that lends on the strength of a board decision wants proof of it. It asks for a certified extract: a copy of the relevant part of the minutes, signed by the Company Secretary as a true extract. The signed minute is evidence of what the meeting did (section 249).
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