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2005-15First Midwestoank 0 BANKING RESOLUTIONS Village Of Buffalo Grove NAME OF ORGANIZATION (include trade name, if applicable) STATE OF ORGANIZATION: TYPE OF ORGANIZATION: () Corporation ( ) Limited Liability Company () Partnership ( ) Association ( ) Sole Proprietorship ( Governmental Body TO FIRST MIDWEST BANK ( "Bank "): ACCOUNT NUMBER(S) The undersigned certifies that: I am an official of, and authorized to certify on behalf of, the above name organization, which is duly organized and existing under the laws of the state indicated, ( "Organization "); in connection with the use of the above name, the Organization has complied with the statute of any jurisdiction whose law may apply, covering the use of an assumed name; the following is a complete, true and correct copy of certain resolutions of the Organization, which resolutions were duly adopted and are in conformity with the laws of the state where organized and the organizational documents ( "Resolutions "); and the resolutions have not been rescinded or modified and are in full force and effect on the date hereof DEPOSIT AUTHORITY. Be It Resolved, the Bank is designated a depository in which the funds of this Organization may be deposited, and that any owners, partners, signatories, employees, officers, members and agents (as applicable) of this Organization are hereby authorized to open and maintain an account or accounts with the Bank and endorse, in the name of this Organization, for the purpose of deposit and collection in and with the Bank, checks, drafts, notes and other like obligations ( "Negotiable Instruments "). Endorsement for deposit and collection may be written or stamped endorsements of this Organization without designation of the party making the endorsements. All such Negotiable Instruments deposited and all prior endorsements are guaranteed by this Organization whether or not an express guaranty is incorporated in such endorsements. WITHDRAWAL AUTHORITY. Be It Further Resolved, that any (insert number) of the following person(s) (is) (are) authorized to sign (including, without limitation, by use of a facsimile signature for any such person for whom a facsimile signature is affixed below) any and all Negotiable Instruments, including orders or directions in informal or letter form, against any funds or accounts at any time standing to the credit of this Organization with the Bank, and that the Bank is authorized to honor any and all Negotiable Instruments so signed, including those drawn to the individual order of any such person or persons signing the same, without further inquiry or regard to the authority of said person and persons or the use of such checks, drafts or orders, or the proceeds thereof: Name and Title Signature Facsimile Signature (if used) David W. Plumb — Vice President 2) Ronald Walter — President 3) Steven L. Walter — Vice Pres. 4) Jeffrey D. Walter — Vice Pres. 5) William H. Brimm — AVM /Finance Dir. Bank shall be entitled to honor the facsimile signature of any person for whom a facsimile signature is affixed above regardless of by whom or by what means the actual or purported facsimile signature or signatures on any checks, drafts or other orders for the payment of money may have been affixed thereto, if such signature or signatures resemble the facsimile signature(s) affixed above. TRANSFER AUTHORITY. Be It Further Resolved, that. William H. Brimm (Assistant Village Manager / Finance Director, Scott D. Anderson (Assistant Finance Director) (Insert titles only of officers & names of persons without titles with authority; indicate how the person(s) are to sign - singly, any two, jointly, etc.) 11/04 of this Organization (is) (are) a rzed to designate in writing to the Bank rson or persons authorized to issue written, facsimile, telephonic, electronic Wral instructions with respect to the transfer Minds of this Organization on deposit with the Bank (or otherwise transferable by the Bank), by wire or otherwise, without any written order for the payment of money being issued with respect to such transfer, and, for and on behalf of this Organization, to enter into such agreements with the Bank with respect thereto as such person(s) deem(s) advisable. 4. SIGNATORY CHANGE AUTHORITY. Be It Further Resolved, that William H. Brimm, Scott D. Anderson (singly) (Insert titles only of officers & names of persons without titles with authority; indicate how the person(s) are to sign - singly, any two, jointly, etc.) of this Organization (is) (are) authorized in writing to delete from or add to the officer(s) or person(s) hereinafter designated to sign Negotiable Instruments or authorizations on behalf of the Organization. 5. TRADE NAME AUTHORITY. Be It Further Resolved, that this Organization may open account(s) under a trade name, if applicable, which is merely an assumed name and style used by the Organization and is not a separate entity. The use of such assumed name on checks drawn upon the Bank or with respect to deposits made to said account is merely for the convenience of this Organization, and all actions taken by this Organization under such assumed name are and shall be the actions of this Organization. 6. ADDITIONAL RESOLUTIONS. Be It Further Resolved, that William H. Brimm, Scott D. Anderson (singly) (Insert titles only of officers & names of persons without titles with authority; indicate how the person(s) are to sign - singly, any two, jointly, etc.) of this Organization (is) (are) authorized for and on behalf of this Organization: a. to open additional account or accounts with the Bank; b. to identify, approve and/or guarantee the endorsement of any payee or endorser of any Negotiable Instruments drawn by this Organization on the Bank or any other bank; c. to waive presentment, demand, protest and/or notice of dishonor of protest and to give instructions in regard to the handling or delivery of any negotiable or non - negotiable papers or documents involved in any of said transactions; and d. the Bank shall not be, in any manner whatsoever, responsible for or required to see to the application of any of the funds of this Organization deposited with it, checked or ordered out or borrowed from it, or secured by the discount of notes and other obligations to it as hereinafter provided, and all such transactions shall be conclusively presumed to be legally binding upon this Organization. AGREEMENT AUTHORIZATION (Note: For Sole Proprietorship, only #C, D and E apply; #F only applies to Partnership). Be It Further Resolved, in order to induce the Bank to act pursuant to the foregoing resolutions, this Organization hereby agrees as follows: a. all of the foregoing resolutions shall continue in force until revoked or modified by written notice actually received by the Bank and setting forth a certified resolution duly adopted by the Organization and signed by one purporting to hold the appropriate position of authority; provided, however, that any such notice shall not be applicable with regard to any Negotiable Instruments received prior to the actual receipt of such notice or dated on or prior to the actual receipt of such notice, but presented to the Bank after receipt of such notice, and the Bank is authorized to rely upon the last communication received by it, so authenticated, as to: any resolution of this Organization, the persons who may be officers or signatories of this Organization (including their respective specimen signatures) and/or any other matters of the Organization, and the Bank shall be held harmless in such reliance, even though such resolution may have been changed or rescinded; the Bank need not recognize a claim of authority to order the payment or delivery of any funds or other property standing on its books to the credit of, or held by it for the account of, this organization, which conflicts with a claim of authority of which the Bank had prior notice, unless the person asserting such subsequent claim shall procure an appropriate restraining order, injunction or other appropriate process against the Bank from a court of competent jurisdiction in the United States requiring the Bank so to act, or in lieu thereof, with the consent of the Bank, shall deliver to the Bank, in form and with sureties acceptable to the Bank, a bond indemnifying said Bank for any and all liability, loss, damage costs and expenses (including reasonable attorneys' and paralegals' fees and court costs) on account of any action by the Bank pursuant to such subsequent 2 11/04 claim or on account of the Onor of any check or other orde* of any perosserting the claim of which the Bank already had notice at the time the subsequent conflicting claim asserted by the person furnishing such bond; c. to indemnify the Bank and save it free and harmless from any and all claims, demands, expenses (including reasonable attorneys' and paralegals' fees and court costs), .losses or damages it may suffer resulting from or growing out of or in connection with any act taken by the Bank as a result of, or its failure to act under any or all the foregoing resolutions (including its failure not to conform in all respects to the authorizations specified hereunder); as well as resulting from or growing out of acceptance by the Bank of a request to transfer funds from any individual(s) named or listed herein or from the refusal by the Bank to honor any request received which does not in all respects conform to the authorization specified hereunder with respect to the individual(s) making such request; d. to be bound by the Bank's Business Account Agreement and Disclosure, rules and regulations of the Bank, governmental regulations, industry association rules (including local clearing house rules) and general practices of the Bank which, from time to time, govern the account(s) of the Organization; and e. the Bank shall not be liable in any manner whatsoever for any miscarriage, mistake, delay, misfeasance or nonfeasance on the part of any agent or agency selected by the Bank in connection with any matter relating to these resolutions, and the Bank is hereby released and discharged from any and all liability for any loss or damage caused or occasioned by any act or thing beyond the immediate direct control of the Bank in connection with the services provided hereunder. f the acts and doings of any of the general partners shall at all times receive full and faithful credit without the necessity of inquiry by the Bank or other persons relying upon the same as to any circumstances attending the same, or to the application of any monies loaned pursuant hereto, and that the acts and doings of any of the general partners with the Bank, and all agreements, written or oral, and any and all instruments of any and every kind, nature or description whatsoever heretofore or hereafter made, executed and delivered by this partnership to the Bank, are hereby fully ratified, approved, adopted and confirmed and declared to be and represent binding obligations of this partnership in accordance with the respective terms and provisions thereof. Each of the foregoing applicable resolutions shall also apply in full to any account, transaction or property at or with any facility or facilities or branch or branches of the Bank or bank affiliate of the Bank. SOLE PROPRIETORSHIP ONLY PROPRIETOR'S PRINTED NAME AND SIGNATURE SOCIAL SECURITY NUMBER Additional Signatories (if applicable) PRINTED NAME AND SIGNATURE SOCIAL SECURITY NUMBER PRINTED NAME AND SIGNATURE SOCIAL SECURITY NUMBER SUBSCRIBED AND SWORN TO ME THIS DAY OF 20 NOTARY PUBLIC OTHER TYPES OF ORGANIZATIONS Village of Buffalo Grove 36- 2525051 NAME OF ORGANIZATION FEDERAL EMPLOYEE ID NUMBER BY: ATTEST: Q ITS: Village President"""`= SEC Y (OR OTHER COUNTER SIGNATURE) 3 11 /04 0 CERTIFICATE OF INCUMBENCY Note: Not Applicable To Sole Proprietorship; Not Applicable To Limited Liability Company Utilizing Member/Manager Structure Rather Than Officers The undersigned certifies that: I am an authorized official of (name of Organization), duly organized and existing under the laws of the State of (state in which organized), ( "Organization "); the persons named below are presently holding forth the offices set forth opposite their respective signatures below; and each such signature is his or her genuine signature: TITLE (IF NOT APPLICABLE, PUT "N /A ") NAME SIGNATURE IN WITNESS WHEREOF, I have hereunto subscribed my name this day of (SIGNATURE) Name (Print): Title (Print): RECEIVED: 20 BY: FMB EMPLOYEE'S NAME (Print) FMB EMPLOYEE'S Signature 4 11/04 ATTEST: (COUNTER SIGNATURE) Name (Print): Title (Print): BRANCH NUMBER ,20 I.F.S. 4842 -379