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1. Title and Date: Formal title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
3. Background/Recitals: Context of why the corporate guarantee is being provided and relevant background information
4. Confirmation of Authority: Statement confirming the board's authority to approve the guarantee under the company's articles and bylaws
5. Details of Guarantee: Specific details of the guarantee including the beneficiary, amount, and primary obligation being guaranteed
6. Terms and Conditions: Key terms and conditions of the guarantee including duration and any limitations
7. Authorization: Formal resolution language authorizing the guarantee and designating signing officers
8. Certification: Certification by the corporate secretary or appropriate officer that the resolution was duly passed
1. Related Party Disclosure: Required when the guarantee involves related parties, disclosing the nature of relationships and confirming fair dealing
2. Security Provisions: Include when the guarantee is secured by corporate assets or requires registration under PPSA
3. Financial Covenant Compliance: Required when existing loan agreements or corporate policies require confirmation of financial covenant compliance
4. Benefit to Corporation: Detailed explanation of corporate benefit when guarantee is for third party benefit and not a subsidiary
5. Risk Assessment: Include when corporate governance policies require formal risk assessment for significant financial commitments
1. Schedule A - Guarantee Agreement: Copy or summary of the guarantee agreement being authorized
2. Schedule B - Corporate Authority Documents: Relevant excerpts from articles, bylaws or other corporate documents confirming authority
3. Schedule C - Financial Analysis: If required, financial impact analysis of the guarantee obligation
4. Appendix 1 - Director Voting Record: Detailed record of how each director voted, if required by corporate policy
5. Appendix 2 - Supporting Documents: Any additional documents referenced in the resolution such as facility agreements or security documents
Board
Directors
Meeting
Guarantee
Guarantee Agreement
Principal Debtor
Beneficiary
Guaranteed Obligations
Facility Agreement
Security
Authorized Officers
Signing Officers
Corporate Seal
Quorum
Resolution
Articles
By-laws
Related Party
Material Interest
Subsidiary
Applicable Law
Business Day
Effective Date
Guarantee Limit
Secured Obligations
Corporate Secretary
Chair of the Meeting
Notice of Meeting
Governing Documents
Quorum Confirmation
Corporate Authority
Background and Purpose
Financial Consideration
Risk Assessment
Board Approval
Guarantee Terms
Security Provisions
Related Party Disclosure
Officer Authorization
Execution Authority
Document Authorization
Covenant Compliance
Corporate Benefit
Director Interest Declaration
Legal Compliance
Certification
Filing Requirements
Further Actions
Banking & Financial Services
Corporate Services
Legal Services
Manufacturing
Real Estate & Construction
Retail & Consumer
Technology
Energy & Resources
Healthcare
Transportation & Logistics
Legal
Finance
Corporate Secretariat
Treasury
Risk Management
Compliance
Corporate Governance
Board Services
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Board Director
Chairman of the Board
Legal Counsel
Finance Director
Treasury Manager
Risk Manager
Company Secretary
Corporate Governance Officer
Compliance Officer
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