CERTIFICATE OF OFFICER APPOINTMENT

[ORGANIZATION NAME]

(a [State] Nonprofit Corporation)

PART I: APPOINTMENT DETAILS

Organization Information

Organization Name: [ORGANIZATION NAME]

State of Incorporation: [STATE]

EIN: [XX-XXXXXXX]

Principal Office Address:
[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]

Officer Appointment

Officer Name: [OFFICER NAME]

Office: [SELECT ONE]
☐ Chair of the Board / President
☐ Vice Chair / Vice President
☐ Secretary
☐ Treasurer / Chief Financial Officer
☐ Assistant Secretary
☐ Assistant Treasurer
☐ [OTHER OFFICE: ________________________]

Effective Date of Appointment: [DATE]

Term Expires: [DATE or "Until successor is elected and qualified"]

PART II: APPOINTMENT RESOLUTION

Board Resolution

At a [regular/special] meeting of the Board of Directors of [ORGANIZATION NAME] held on [DATE], at which a quorum was present, the following resolution was duly adopted:

RESOLVED, that [OFFICER NAME] is hereby elected to serve as [OFFICE] of [ORGANIZATION NAME], effective [DATE], to serve until the next annual meeting of the Board of Directors or until a successor is duly elected and qualified, or until such officer's earlier death, resignation, or removal.

RESOLVED FURTHER, that [OFFICER NAME] is authorized to perform all duties and exercise all powers pertaining to the office of [OFFICE] as set forth in the Organization's Bylaws and as may be assigned by the Board of Directors.

OR Written Consent

By unanimous written consent of the Board of Directors dated [DATE], [OFFICER NAME] was elected to serve as [OFFICE] of [ORGANIZATION NAME], effective [DATE].

PART III: OFFICER DUTIES AND AUTHORITY

Chair of the Board / President

☐ If appointed as Chair/President, the officer shall:

(a) Preside at all meetings of the Board of Directors and, if applicable, members;
(b) Serve as the chief volunteer officer of the Organization;
(c) Appoint committee chairs and members, subject to Board approval;
(d) Execute contracts, deeds, and other instruments on behalf of the Organization;
(e) Serve as an ex-officio member of all committees;
(f) Represent the Organization in public forums and official functions;
(g) Work closely with the Executive Director on strategic matters;
(h) Perform such other duties as assigned by the Board.

Vice Chair / Vice President

☐ If appointed as Vice Chair/Vice President, the officer shall:

(a) Perform the duties of the Chair/President in the Chair's/President's absence or incapacity;
(b) Assist the Chair/President as requested;
(c) Serve as Chair of [COMMITTEE NAME] Committee (if applicable);
(d) Succeed to the office of Chair/President if vacancy occurs (if provided in Bylaws);
(e) Perform such other duties as assigned by the Board or Chair.

Secretary

☐ If appointed as Secretary, the officer shall:

(a) Keep accurate minutes of all meetings of the Board of Directors and members;
(b) Maintain the corporate records, including Articles of Incorporation, Bylaws, and meeting minutes;
(c) Give proper notice of meetings as required by the Bylaws;
(d) Maintain a register of Directors and officers and their contact information;
(e) Authenticate records of the Organization when required;
(f) Have custody of the corporate seal (if any);
(g) Ensure compliance with state filing requirements (annual reports, etc.);
(h) Maintain records of Board and committee actions;
(i) Perform such other duties as assigned by the Board.

Treasurer / Chief Financial Officer

☐ If appointed as Treasurer/CFO, the officer shall:

(a) Have charge and custody of all funds and securities of the Organization;
(b) Oversee the receipt, deposit, and disbursement of funds;
(c) Ensure that accurate financial records are maintained;
(d) Present financial reports to the Board at regular meetings;
(e) Oversee the annual budget development process;
(f) Ensure timely filing of required tax returns (Form 990, etc.);
(g) Serve as Chair of the Finance Committee (if applicable);
(h) Oversee the annual audit or financial review;
(i) Ensure adequate internal financial controls;
(j) Perform such other duties as assigned by the Board.

Assistant Secretary

☐ If appointed as Assistant Secretary, the officer shall:

(a) Assist the Secretary in performing the Secretary's duties;
(b) Perform the duties of the Secretary in the Secretary's absence;
(c) Perform such other duties as assigned by the Board or Secretary.

Assistant Treasurer

☐ If appointed as Assistant Treasurer, the officer shall:

(a) Assist the Treasurer in performing the Treasurer's duties;
(b) Perform the duties of the Treasurer in the Treasurer's absence;
(c) Perform such other duties as assigned by the Board or Treasurer.

Other Officer: [TITLE]

☐ If appointed as [OTHER OFFICE], the officer shall:

(a) [DUTY 1]
(b) [DUTY 2]
(c) [DUTY 3]
(d) Perform such other duties as assigned by the Board.

PART IV: SIGNATURE AUTHORITY

Banking and Financial Authority

The officer is authorized to:

☐ Sign checks and authorize electronic transfers
☐ Single signature authority for amounts up to $[AMOUNT]
☐ Co-signature required for amounts exceeding $[AMOUNT]
☐ Access online banking systems
☐ Open and close bank accounts (with Board approval)

Contract Authority

The officer is authorized to:

☐ Execute contracts on behalf of the Organization
☐ Single signature authority for contracts up to $[AMOUNT]
☐ Board approval required for contracts exceeding $[AMOUNT]

Legal Documents

The officer is authorized to:

☐ Execute legal documents (deeds, leases, promissory notes)
☐ Sign tax returns and government filings
☐ Certify corporate documents and resolutions

PART V: OFFICER ACKNOWLEDGMENT

I, [OFFICER NAME], hereby acknowledge my appointment as [OFFICE] of [ORGANIZATION NAME] and agree to:

☐ Faithfully discharge the duties of the office to the best of my ability;

☐ Act in the best interests of the Organization and in accordance with my fiduciary duties;

☐ Comply with the Organization's Articles of Incorporation, Bylaws, and policies;

☐ Maintain the confidentiality of sensitive organizational information;

☐ Disclose any conflicts of interest in accordance with the Conflict of Interest Policy;

☐ Serve until my successor is elected or until my earlier resignation or removal.

PART VI: CONTACT INFORMATION

Officer Contact Information:

Name: [OFFICER NAME]
Address: [ADDRESS]
Phone: [PHONE]
Email: [EMAIL]
Emergency Contact: [NAME/PHONE]

SIGNATURES

Secretary's Certification

I, [SECRETARY NAME], Secretary of [ORGANIZATION NAME], hereby certify that:

1. [OFFICER NAME] was duly elected as [OFFICE] of the Organization by the Board of Directors on [DATE];

2. This appointment is in accordance with the Organization's Bylaws;

3. The duties and authority described herein are consistent with the Organization's Bylaws and Board resolutions.

_________________________________________
[SECRETARY NAME], Secretary

Date: ___________________________________

Officer Acceptance

I accept the appointment as [OFFICE] of [ORGANIZATION NAME] and acknowledge receipt of this Certificate of Officer Appointment.

_________________________________________
[OFFICER NAME]

Date: ___________________________________

Board Chair Attestation (Optional)

_________________________________________
[CHAIR NAME], Chair of the Board

Date: ___________________________________

CORPORATE SEAL (if applicable)

[SEAL]

OFFICER ROSTER UPDATE

Upon this appointment, the officers of [ORGANIZATION NAME] are:

FILING AND NOTIFICATION CHECKLIST

☐ File copy with corporate minute book
☐ Update bank signature cards (if applicable)
☐ Update state records (if required)
☐ Notify insurance carrier (D&O policy)
☐ Update organization website
☐ Update internal contact lists
☐ Provide copy to appointed officer

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