1985-05-06 - Resolution 1985-25 - CONTINENTAL BANK OF BUFFALO GROVE IS DESIGNATED AS A DEPOSITARY OF VBG.RESOLUTION NO. $5-
D1301-47 N3/84 RESOLUTIONS OF BOARD OF DIRE )RS CORPOR \TION
IN WITNESS WHEREOF, I have subscribed my name as Secretary and have caused the
corporate seal of said corporation to be hereunto affixed this
Affix Corporate Seal Below:
ATTEST:
F 7
SEAL
Villag
L _j
day of May , 19_ 85 .
%4lti� f ' �. 3
Jerk
t
Village President
_Janet M. S i rab i an do hereby certify
I
that 1 am the duly elected Clerk
appeimrt� and qualified Serretaly and the keeper of the records and corporate seal of The V i 1 1 age -of__
Buffalo Grove , a corporation organized and existing under the laws of
The State of Illinois _ and that the following is a true and correct copy of certain resolutions duly
adopted at a meeting of the Board of Directors thereof, convened and held in accordance with law and the by-laws of said corporation on
the h rh day of Mgy 19-8-5-1 and that such resolutions are now in full force and effect
and are not in contravention of, or in conflict with the by-laws or the charter or articles of incorporation of said corporation, and that the
Seeretef)t following resolutions also constitute an agreement by said corporation with Continental Bank of Buffalo Grove, N.A. in respect to the
matters herein set forth:
BE IT RESOLVED, That Continental Bank of Buffalo Grove, N.A. be and hereby is designated as a
depositary of this corporation. The depositary relationship governed by these resolutions and agreements may be terminated by this
corporation by written notice to said bank, or by said bank by written notice to this corporation.
BE IT FURTHER RESOLVED, That the funds of this corporation may be deposited by its officers, agents
and employees and that the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary,
or any other officer of this corporation be and hereby is authorized to open and maintain an account or accounts with said Bank and to
endorse and deposit with said Bank negotiable instruments and orders for the payment of money which endorsements may be made in
writing or by a stamp and without designation of the person so endorsing, and it being understood and agreed that on all such items
deposited all prior endorsements are guaranteed by this corporation whether or not expressly incorporated therein. Said Bank may return
to this corporation any item not clearly endorsed by the corporation, or may endorse any such item on the corporation's behalf in order to
facilitate collection. The Bank shall not be liable for any delays in the presentment or return of negotiable instruments and orders for the
payment of money which are not properly endorsed.
AND BE IT FURTHER RESOLVED, That any 2 ( 1 fo r w i re t rans fe rs ) of the following:
(Insert number of signatures required on each instrument.)
Thre-CttRiTmaraf-thT Oaard of DireCtvrs t m-PTestdent-, arrTVice• Preside tt,-the- freasvrer,-anq sistant Trees+rrer-titeSeefetayr any
(Treasurer must be a signatory for actual ca h withdrawals while one signature
required to wire transfer funds for investment pur—P SPS)-
_ (Use blank spaces for additional titles or to authorize counter -signatures. Rule out all spaces not so used. Rule out titles of all officers not authorized to sign.)
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rA (or any.o# et ef€issrs agents ur ealployees�vkui mayl�ereafterbe designated in �ritingby )
of this corporation be authorized:
(Rule out if inapplicable.)
Z To make and from ti me to time continue to make arrangements and to issue such instructions as to { them
} shall seem proper
<n for the conduct of any such account or accounts, and l )
Y O To sign checks and orders for the payment of money withdrawing funds from said account or accounts whether such checks
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Z and orders create or increase an overdraft of said account or accounts or not, (payment or non payment of any such overdraft to be at the
mw option of said Bank), and said Continental Bank of Buffalo Grove, N.A. is hereby authorized and directed to act upon and honor any
U ® instructions so issued and to honor, pay and charge to any account or accounts, of this corporation all checks and orders for the payment of
Z money so drawn when so signed without inquiring as to the circumstances of their issue orthe disposition of their proceeds, whether such
Q checks be payable to the order of, or endorsed or negotiated by any officer or person signing them, orany of said officers or persons in their
r9 individual capacities or not, and whetherthey are deposited to the individual credit of or tendered in payment of the individual obligation of
Z any officer or person signing them or of any of the other officers of persons or not, and
Z To endorse for negotiation, negotiate, and receive the proceeds of any negotiable instruments or orders for the payment of
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money payable to or belonging to this corporation, and
N
To identify, approve, endorse, and guarantee the endorsement of any payee or endorser on any checks or drafts whether drawn
by this corporation or anyone else and to guarantee the payment thereof, and delegate to others authority to so identify, approve, and
endorse, and guarantee the endorsement of any payee or endorser on any such checks or drafts and to guarantee the payment thereof.
AI�i3��-1��41fl3++EFt E&E?LVEB; Tgae�F�eRt+neflta!_�ank-o#Suifato-Carrlue, DLflasadesignatied
d e pesita*) � "s-coxf}o�ioa l;@-"4t4s4h.€xeby ueaq waslad aut iczized.a.od directed la.u=a Lab ecks,_aafIs D LW ter 9 r O.Q C5 1Qr the,payment
of rrsan27dra7/rtn-tfriscorpamt4ork,-rarner4Rc4"Rg-tt4ese-dr, t-tathekrWd vlduaLcr:derotan;eperr, r gerrwr s.wkaese-nameor"n-es
of he following: 1 (Insert number of signatures req re
on each instrument.)
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v rn and Continental Bank of Buffalo Grove, N.A. shall be entitled to honor and to charge this corporation for all such chec , drafts or other
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LL orders, regardless of by whom or by what means the facsimile signatures thereon may have been affixed thereto, if suclAcsimile signature
or signatures resemble the facsimile specimens duly certified to or filed with Continental Bank of Buffalo Grove, N. . by the Secretary or
other officer of this corporation.
AND BE IT FURTHER RESOLVED, That any of the above named persons m issue an oral or written stop
payment order which must specify the precise account number, payee, date, amount and number of the ' em (which number should be
MICR encoded if the item is a check). It is further agreed that said Bank may honor and charge to this c poration checks, drafts, or other
orders for the payment of money, otherwise properly payable without regard to the date thereon, and ank will not be responsible or liable
for any stop payment order placed on any such items after payment thereof, but in advance of its ate.
AND BE IT FURTHER RESOLVED, That any Z of the following:
(Insert number of si natures required on each instrument.)
The Chairman of the Board of Directors, the President, any Vice President, the Treasur r, any Assistant Treasurer, the Secretary, any
Assistant Secretary, or
(Use blank spaces for additional titles or to authorize counter -signatures. Rule o all spaces not so used. Rule out titles of all officers not authorized to sign.)
of this corporation be authorized upon such terms and condition .o him t shall seem proper:
them S
N To borrow money and incur liabilities for, on beh and in the name of this corporation, to sell or discount its bills and accounts
Zreceivable, to enter into, make, sign, and deliver repurchas revolving credit, term loan and other agreements, including subordination and
~ similar agreements, to sign, execute, and deliver accepta es and promissory notes (including notes with a confession of judgment clause)
a and other obligations of this corporation for such am nts, for such time, at such rate of interest or discount, and containing such terms
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to them and provisions and such collateral powers as to them shall seem proper, and
Hy 0 To receive and receipt for and to i n orders and issue instructions for the handling and delivery of the proceeds of promissory
0 Q notes and other obligations, and
Z its H
Uw To pledge, endorse, guar ntee, assign, transfer, and deliver the bills and accounts receivable, bills of lading, warehouse
-� 2 receipts, stocks, bonds, orother pro erty of thiscorporation as security for any moneys borrowed and as security forany liability incurred
w or to be incurred by this corpora ' n in connection with any acceptance, note, letter of credit, guaranty, trust receipt or otherwise, and
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a To grant liens ( way of mortgage, pledge, assignment, factor's lien, trust receipt, or any other liens whether similar or
dissimilar to the foregoin on any and all property or interest therein (including, without limiting the generality of the foregoing, real
property, chattels, mat gals, work in process, bills and accounts receivable, warehouse receipts, stocks and bonds) from time to time
owned by this corpor ion, as security for any moneys borrowed and any liabilities, direct or contingent, now or hereafter owing or to
become owing fro his corporation to Continental Bank of Buffalo Grove, N.A. and in connection therewith to endorse and deliver any
suchpropertyori terest therein and to execute and deliver agreements concerning such security and the rights and powers of said Bank
with respect th reto, and
To buy and sell foreign exchange, to purchase letters of credit, travelers' checks, and similar instruments and for, on behalf and
in /ne of this corporationto incur liabilities in connection therewith and in connection with the purchase, sale, or negotiation of any
bilange, letters of credit, travelers'checks, acceptances, drafts, bills of lading, and similar instruments, and to receive and receipt
fon receipts and trust receipts therefor, and to sign, execute, and deliver orders, applications, and agreements in connection
them m proper.
to AND BE IT FURTHER RESOLVED, That any One of the following:
Z (Insert number of signatures required on each instrument.)
0 The- 6!,ra;lil-a-m-i"-Board-ofC"etam,-tttePresidettt,�rryi/ice4'resittent^ttte Treasurer, arty'Assistant-firLa5anyt.'ttr�3e> retarp.�n9
Q ASststarrt•tecrelarq-m --Robert _Back or Robert Greenberg or Wi 11 lam Urry or Gary Del re
Z
a -
Use hlank spaces for aci(Jiti, 11'it', s or to authorize counter s i,itures Rule out all spaces not so used Rule out titles of all officers not authorized to sio,,
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of this corporation be authorized upon such terms and conditions to him them shall seem proper:
V To deliver to and deposit with Continental Bank of Buffalo Grove, N.A. for safekeeping, custody, or other purposes any bonds,
w stocks, securities, and other property owned or otherwise held by this corporation and in connection therewith to open and maintain with
said Bank a safekeeping or custody account or accounts and to make the initial deposit therein and from time to time to make other and
additional deposits and to sign orders and issue instructions to said Bank for the conduct of said account or accounts, and
To withdraw, receive J receipt for and to withdraw upon trust receiP4 h
te responsibility of, and at the risk..of this.
corporation, and to sign orders an2r'rssue instructions for the handling, transfer, registra'iwri',sale, substitution, exchange, and delivery of
any bonds, stocks, securities, and other property and the proceeds thereof, delivered to, deposited with or otherwise held by said Bank for
the account of this corporation. Such withdrawals, substitutions, exchanges, and deliveries whether subject to payment or not and whether
pursuant to sale, exchange, or other transaction, may also be made by the bearer of any order, receipt, or request so signed, and
To purchase bonds, stocks, securities, and other property and to sign orders and issue instructions in connection with the
purchase, the payment, the registration, and the delivery thereof, and
To sell, pledge, transfer, assign, exchange, deposit with any reorganization committee, bondholders protective, or other
similar committee, or otherwise dispose of any bonds, stocks, securities, and other property belonging to or standing in the name of this
corporation or its nominee or held by this corporation for the account of others, and to sign orders and issue instructions regarding the
handling of any matters connected with such transactions, and - -
To identify and guarantee assignments, transfers, and endorsements for transfer on bonds, stock certificates, interim,
participation, and other certificates and to identify and guarantee signatures on bond and stock powers of attorney.
AND BE IT FURTHER RESOLVED, That this corporation agrees to examine statements of account and
both sides of accompanying items and to notify Bank of any unauthorized or missing signature or alteration of any item, orany error in the
statement, within thirty days from the date it is available for examination or the date it is mailed and agrees to notify the Bank of any
unauthorized or missing or forged endorsement within six months from the date it is available forexamination or the date it is mailed; failure
to so notify the Bank as provided above shall preclude this corporation from asserting against the Bank any such unauthorized or missing
signature or endorsement, alteration, error, or forgery.
AND BE IT FURTHER RESOLVED, That each of the aforementioned officers, or persons authorized to act
for this corporation in any case aforesaid, shall be and hereby is further authorized, without the concurrence of any other officer or person:
To waive presentment, demand, protest, and notice of dishonor or protest and to give instructions in regard to the handling or
delivery of any negotiable or non-negotiable papers or documents involved in any transactions for or on behalf of this corporation, and
To sign reconcilements and certify to the correctness of statements of account and approve and authorize adjustments therein,
and
To act for this corporation in the transaction of all other business for its account and to sign orders and issue instructions to
Continental Bank of Buffalo Grove, N.A. in connection therewith.
AND BE IT FURTHER RESOLVED, That the Secretary or any other officer of this corporation be and
hereby is authorized to certify to said Continental Bank of Buffalo Grove, N.A. a copy of these resolutions and the names and signatures of
this corporation's officers or employees hereby authorized to act in the premises, and said Bank is hereby authorized to rely upon such
certificate until formally advised by a like certificate of any change therein, and is authorized to rely on any such additional certificates
provided that any additional certificates shall not be effective with respect to any check or other instrument for the payment of money dated
on or prior to the date of such additional certificate but presented for payment after receipt thereof by the Bank.
ANY PROVISION HEREOF which may be declared unenforceable under any law shall not
affect the validity of any other provision hereof.
This agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
I FURTHER CERTIFY THAT the following persons have been appointed or elected, have
qualified and are now acting as officers or employees of said corporation in the capacity set before their respective names:
OFFICER Name OFFICER Name
Chairman of the Board Paul Kochendorfer
of Directors Treasurer
President Robert Back Secretary William U r ry
Vice President _ _ Comptroller
Vice President Assistant Treasurer
Vice President _ ____ ___._ Assistant Secretary
___ Robert Greenberg ____ Gary_DeIre_