Incumbency Certificate

Incumbency Certificate

An official document, issued by a corporation's secretary, listing the names and positions of the corporation's officers. Offices listed on the incumbency certificate usually include the chief executive officer and the chief financial officer. Incumbency certificates are usually available to the public upon request. Some jurisdictions prepare standard incumbency certificate forms that corporate secretaries may fill out.
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Forged incumbency certificates are not instructions or advices within meaning of Insuring Agreement D.
The court observed that because the incumbency certificates did not authorize or acknowledge the transfer of money and did not even mention loans, funds or payments, they could not qualify as "instructions or advices" within the meaning of the bond.
The corporate secretary must be intimately familiar with corporate structure, bylaws, articles of incorporation, annual meetings, stockholder resolutions, board resolutions, incumbency certificates, minutes, officers, directors, entity correspondence, stock certificates, insider trading--technically known as 16(b) requirements--and other aspects of managing the legal structure and life of a corporation.
TIMING COULD BE A CONCERN: Although various bank authorizations and incumbency certificates are in place, the timing provisions in Basin's dealer and credit facility agreements could provide a limited window for fully accessing bank funds in the very unlikely event of a failed rollover.