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Resolution to Form a Limited Partnership


Resolution to Form a Limited Partnership document sample

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									                             FOR PRIVATE ENTITIES

   Use the following form of Certificate of Corporate Resolution for:

    (1)    a corporation executing a GRP Contract; or
    (2)    a limited partnership with a corporation executing a GRP Contract as general
           partner for such limited partnership (note bracketed language in form).

    If neither (1) nor (2) apply to your private entity, please call Mr. Mitchell G. Page,
    General Counsel to SJRA, at (713) 623-4531

   Please call Mr. Mitchell G. Page, General Counsel to SJRA, at (713) 623-4531 with
    questions or for assistance in completing this form.

   Please return six (6) originals of the Certificate of Corporate Resolution to the SJRA
    along with your fully executed GRP Contract.

     I,      [Secretary or other certifying officer other than the
individual executing the GRP Contract]       ,  of ____________, a
_______________ corporation (the "Corporation"), [general partner
of __________________, a ___________________ limited partnership
(the "Partnership")], do hereby certify that I am the duly elected,
qualified and acting [Secretary][certifying officer] of the
Corporation; that there is no provision of the Articles of
Incorporation or Bylaws of the Corporation limiting the power of
the Board of Directors to pass the resolutions set forth below and
that said resolutions are in conformity with the provisions of the
Corporation's Articles of Incorporation and Bylaws; and that by
Unanimous Written Consent of the Directors, the following preambles
and resolutions were duly passed and adopted and that the same have
not been altered, amended, rescinded or repealed and are now in
full force and effect.

     [WHEREAS, the Corporation is the sole general partner of the
Partnership; and]

     WHEREAS, [the Corporation] [the Partnership], by virtue of its
ownership and/or operation of certain groundwater wells located
within Montgomery County, Texas, is subject to certain groundwater
reduction requirements imposed by the Lone Star Groundwater
Conservation District (the "Conservation District"); and

     WHEREAS, the Board of Directors of the Corporation has
considered   that  certain   CONTRACT   FOR   GROUNDWATER  REDUCTION
("GRP Contract"), offered by the San Jacinto River Authority (the
"Authority"), wherein the Authority proposes to adopt, implement
and enforce a joint groundwater reduction plan that includes [the
Corporation][the   Partnership]   and   other    similarly  situated
groundwater users, with the intent that all such users will thereby
achieve and maintain compliance with Conservation District's
groundwater reduction requirements; and

     WHEREAS, the Board of Directors of the Corporation has
determined   that   it   is  in   the   best   interests  of   the
[Corporation][Partnership] to enter into the GRP Contract with the

     NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
the Corporation does hereby authorize the Corporation to execute
and deliver [, in the Corporation's capacity as general partner of
and on behalf of the Partnership,] the GRP Contract to the
     FURTHER BE IT RESOLVED, that     [name of individual executing
GRP Contract]   , acting in [his/her] capacity as that     [not the
same officer as the Secretary/certifying officer]           of the
Corporation, is hereby authorized to execute the GRP Contract, and
the execution of the GRP Contract or any related document prior to
the date hereof is hereby ratified and affirmed in all respects.

     IN WITNESS WHEREOF, I have hereunto set my hand as
[Secretary][certifying officer] of the Corporation this ______ day
of ______________, 20__.


COUNTY   OF   _________   §

     This instrument was acknowledged before me on this ______ day
of _____________, 20__, by   [name of Secretary/certifying officer
,     [title   of  Secretary/certifying   officer]__,     [name of
corporation]__, a ___[state of incorporation]__ corporation.

                                       Notary Public in and for
(SEAL)                                 the State of Texas

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