Corporate Resolution



 Exhibit 10.5 
 CORPORATE RESOLUTION 
  

							
	Borrower:	  	 M & I Electric Industries, Inc.
 6410 Long Drive
 Houston, TX 77087
	 	Lender:	  	 JPMorgan Chase Bank, NA
Beaumont Parkdale Business Banking LPO
 6025 Eastex Freeway

 Beaumont, TX 77706

	Corporation:	  	 American Electric Technologies, Inc.
 6670
Springlake Road

 Keystone Heights, FL 32656
	 		  	

 WE, THE UNDERSIGNED. DO HEREBY CERTIFY THAT: 
 THE CORPORATION’S EXISTENCE. The complete and correct name of the Corporation is American Electric Technologies, Inc. (“Corporation”). The Corporation is a corporation for profit which is, and at
all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Florida. The Corporation is duly authorized to transact business in the State of Texas and all other states in which the
Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall be, duly qualified as a
foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact the business in
which it is presently engaged or presently proposes to engaged. The Corporation maintains an office at 6670 Springlake Road, Keystone Heights, FL 32656. Unless the Corporation has designated otherwise in writing, the principal office is the office
at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the location of The Corporation’s state of organization or any change in The Corporation’s name. The Corporation shall do all
things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority of
court applicable to the Corporation and The Corporation’s business activities. 
 RESOLUTIONS ADOPTED. At a meeting of the Directors of the
Corporation, or if the Corporation is a close corporation having no Board of Directors then at a meeting of the Corporation’s shareholders, duly called and held on May 22, 2007, at which a quorum was present and voting, or by other duly
authorized action in lieu of a meeting, the resolutions set forth in this Resolution were adopted. 
 BENEFIT TO THE CORPORATION. The granting of the
loan or other financial accommodations described below from Lender to M & I Electric Industries, Inc. will be beneficial to the Corporation, and accordingly is willing to provide its guaranty to Lender and grant collateral to secure the
indebtedness of M & I Electric Industries, Inc. to Lender as provided below. 
 OFFICERS. The following named persons are officers of American
Electric Technologies, Inc.: 
  

									
	 NAMES
	  	 TITLES
	  	 AUTHORIZED
	  	 	 	 ACTUAL SIGNATURES

					
	Arthur Dauber	  	President	  	Y	  	X	 	 



					
	John Untereker	  	Secretary	  	Y	  	X	 	 




 ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter into any agreements
of any nature with Lender, and those agreements will bind the Corporation. Specifically, but without limitation, any one (1) of such authorized persons are authorized, empowered, and directed to do the following for and on behalf of the
Corporation: 
 Borrow Money. To borrow and incur any indebtedness or credit accommodations from time to time from Lender, on such
terms as may be agreed upon between the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed or incurred, including without limitation, entering into reimbursement agreements related to letters of credit.

 Execute Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation’s credit
accommodations, on Lender’s forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any of the Corporation’s indebtedness to Lender, and also to execute and deliver to Lender
one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of credit accommodations. 
 Guaranty. To guarantee or act as surety for loans or other financial accommodations to any person or entity from Lender on such guarantee or surety
terms as may be agreed upon with Lender. 
 Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber
and deliver to Lender any property now or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without limitation all real property and all personal property (tangible or intangible) of
the Corporation, as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any amendments to or modifications, renewals, and extensions of such promissory notes), or any other or
further indebtedness of the Corporation, any other person or any other entity owed to Lender at any time, however the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated, encumbered or otherwise
secured or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered. 
 Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust,
pledge agreement, hypothecation agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms and conditions under and pursuant to which such liens and encumbrances, or any of them, are
given; and also to execute and deliver to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper in connection with or pertaining to the giving of the liens
and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. 
 Subordination. To subordinate, in all respects, any and all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any kind which may be owed, now or hereafter, from any person or entity to the
Corporation to all present and future indebtedness, obligations, liabilities, claims, rights, and demands of any kind which may be owed, now or hereafter, from such person or entity to Lender (“Subordinated Indebtedness”), together with
subordination by the Corporation of any and all security interests of any kind, whether now existing or hereafter acquired, securing payment or performance of the Subordinated Indebtedness: all on such subordination terms as may be agreed upon
between the Corporation’s Officers and Lender and in such amounts as in their judgment should be subordinated. 
 Negotiate Items.
To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash
for the same or to cause such proceeds to be credited to the Corporation’s account with Lender, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable. 
 Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under
such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as the officers may in their discretion deem reasonably necessary or proper
in order to carry into effect the provisions of this Resolution. 
 ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business names under which the Corporation does business: None.

 NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender
may designate from time to time) prior to any (A) change in the Corporation’s name: (B) change in the Corporation’s assumed business name(s); (C) change in the management of the Corporation; (D) change in the authorized
signer(s); (E) change in the Corporation’s principal office address; (F) change in the Corporation’s state of organization; (G) conversion of the Corporation to a new or different type of business entity; or
(H) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and Lender. No change in the Corporation’s name or state of organization will take effect until after Lender
has received notice. 
 CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for
the Corporation, as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner
whatsoever. 
 NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution. 








 CORPORATE RESOLUTION 
 (Continued) 

  

 CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the
passage of this Resolution are hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to Lender and receipt
acknowledged by Lender in writing at Lender’s address shown above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time
notice is given. 
 IN TESTIMONY WHEREOF, We have hereunto set our hand and attest that the signatures set opposite the names listed above are their
genuine signatures. 
 We each have read all the provisions of this Resolution, and we each personally and on behalf of the Corporation certify that
all statements and representations made in this Resolution are true and correct. This Corporate Resolution is dated 7-2-07. 
  

			
	CERTIFIED TO AND ATTESTED BY:
		
	By:	 	 



		 	Authorized Signer for American Electric Technologies, Inc.


 NOTE: If the officers signing this Resolution are designated by the foregoing document as one of the
officers authorized to act on the Corporation’s behalf, it is advisable to have this Resolution signed by at least one non-authorized officer of the Corporation. 
  

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