This page includes forms, fees, and instructions for all domestic business entities, foreign and domestic Registered Agents, and Washington Trademarks. If the resolution is a certified corporate resolution then the president and board secretary are also required to sign off. Takeaways.A Director Resolution creates either the director's minutes or the director's resolution in lieu of meeting for any corporation or organization. A certified board resolution is a written document that provides an explanation of the actions of a company's board of directors. Section 6: List the date the corporation began conducting business in Washington State. Secretary's Certificate - Sample for Certifying Board Resolutions. School District No. ___, ______ County, Washington, as follows. The corporate secretary certifies that the board of directors approved this appointment at a meeting with a quorum present. The shares of the Corporation may but is not required to be, in the discretion of the. (28) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under RCW 23B.