2009-05Corporate
Resolution
7;_r5a000 j ck ?9
ACCOUNT NUMBER
RESOLUTION No. ZUU9 -5
BUFFALO GRO *BANK
& TRUSf'
A branch ,J'N rthhrnnk Rank & Trust
200 BUFFALO GROVE ROAD, BUFFALO GROVE, ILLINOIS 60089
PHONE: 847-634-8400 FAx:847- 634 -8410
I, Se�� kA ��� do hereby certify
that I am the duly e e ppointed and qualified Secretary and the keeper of the records and corporate seal of
c);r Ge -o-d_— , a corporation organized
and existing under the laws of 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 d 3r� day of
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 following resolutions also constitute an agreement
by said corporation with Buffalo Grove Bank & Trust ( "Bank ") in respect to the matters herein set forth:
BE IT RESOLVED, that the Bank be and hereby is designated as a depositary of this corporation. The depositary
relationship governed by these regulations 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, and Vice President, the Treasurer, and Assistant Treasurer, the Secretary, and 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 —rwo of the following: The Chairman of the Board of Directors,
(insert number of signatures required on each instrument.)
the .�esidemt, any 2__ , the Treasurer, any the Secretary, any , or
?Ottcc ?�rtssorJ ��INO 1 Y+�O ?w�—sa o�,��— ,.tA..aci ��a�2 �Z Assz?TA..T NsnAncz= Z=Izar.ZorL
(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.)
(or any other officers, agents or employees who may hereafter be designated in writing by A,_&s,t (Rule I et %icgyr' )
of this corporation be authorized:
To make and from time to time continue to make arrangements and to issue such instructions as to him /them shall
seem proper for the conduct of any such account or accounts, and
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.w To sign checks and orders for the payment of money withdrawing funds from said account or accounts whether such
= checks and orders create or increase an overdraft of said account or accounts or not, (payment or non payment of any such
U overdraft to be at the option of said Bank), and the Bank is hereby authorized and directed to act upon and honor any
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 money so drawn when so signed without inquiring as to the circumstances of their issue or the
disposition of their proceeds, whether such checks be payable to the order of, or endorsed or negotiated by any officer or
person signing them, or any of said officers or persons in their individual capacities or not, and whether they are deposited
to the individual credit of or tendered in payment of the individual obligation of any officer or person signing them or of any
of the other officers or persons or not, and
To endorse for negotiation, negot - and receive the proceeds of any negotlk instruments or orders for the
payment of money payable to or belonging to this corporation, and
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.
AND BE IT FURTHER RESOLVED, that the Bank as a designated depositary of this corporation be and it is hereby
requested, authorized and directed to honor checks, drafts or other orders for the payment drawn in this corporation's
name, including those drawn to the individual order of any person or persons whose name or names appear thereon as
signer or signers thereof, when bearing or purporting to bear the facsimile signatures of any —TWO of the
W T following: (Insert number of signatures required on each instrument.)
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and the Bank shall be entitled to honor and to charge this corporation for all such checks, drafts or other orders, regardless
of by whom or by what means the facsimile signature or signatures thereon may have been affixed thereto, if such facsimile
signature or signatures resemble the facsimile specimens duly certified to or filed with the Bank by the Secretary or other
officer of this corporation.
AND BE IT FURTHER RESOLVED, that any of the above named persons may issue an oral or written stop payment
order which must specify the precise account number, payee, date, amount and number of the item (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 corporation checks,
drafts, or other orders for the payment of money, otherwise properly payable without regard to the date thereon, and Bank
will not be responsible or liable for any stop payment order placed on any such items after payment thereof, but in advance
of its date.
AND BE IT FURTHER RESOLVED, that any of the following: The Chairman of Ze oard of Directors,
(Insert number of signatures required on each instrument.)
the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any ant Se cretary, or
(Use blank spaces for additional titles or to authorize counter- Signatures. Rule out all spaces not so used. ule out titles of all officers not authorized to sign.)
of this corporation be authorized upon such terms and conditions to him /them all seem proper:
To borrow money and incur liabilities for, on behalf and in the na of this corporation, to sell or discount its bills and
accounts receivable, to enter into, make, sign, and deliver
rep e, revolving credit, term loan and other agreements,
including subordination and similar agreements, to sign, execute, d deliver acceptances and promissory notes (including
notes with a confession of judgment clause) and other obliga . ns of this corporation for such amounts, for such time, at
such rate of interest or discount, and containing such terms d provisions and such collateral powers as to him /them shall
z seem proper, and
0
a To receive and receipt for and to sign orders d issue instructions for the handling and delivery of the proceeds of
.?�, J promissory notes and other obligations, and
00 To pledge, endorse, guarantee, assign, t nsfer, and deliver the bills and accounts receivable, bills of lading, warehouse
LUNZ receipts, stocks, bonds, or other property this corporation as security for any moneys borrowed and as security for any
o �z liability incurred or to be incurred by t is corporation in connection with any acceptance, note, letter of credit, guaranty,
Z SW trust receipt or otherwise, and
c g To grant liens (by way of m gage, pledge, assignment, factor's lien, trust receipt, or any other liens whether similar or
uJ dissimilar to the foregoing) any and all property or interest therein (including, without limiting the generality of the
� foregoing, real property, ch els, materials, work in process, bills and accounts receivable, warehouse receipts, stocks and
a bonds) from time to ti owned by this corporation, as security for any moneys borrowed and any liabilities, direct or
contingent, now or h after owing or to become owing from this corporation to the Bank and in connection therewith to
endorse and delive any such property or interest therein and to execute and deliver agreements concerning such security
and the rights an powers of said Bank with respect thereto, and
To buy nd sell foreign exchange, to purchase letters of credit, travelers' checks, and similar instruments and for, on
behalf a in the name of this corporation to incur liabilities in connection therewith and in connection with the purchase,
o
sale, negotiation of any bills of exchange, letters of credit, travelers' checks, acceptances, drafts, bills of lading, and
simil instruments, and to receive and receipt for, and sign receipts and trust receipts therefor, and to sign, execute, and
d96er orders, applications, and agreements in connection therewith, which orders, applications, and agreements may
ntain such provisions as to him /them shall seem proper.
AND' BE IT FURTHER RESOLVED,10 any Two of the following: Th., 0.8iffifflAaR Elf `
(insert number of signatures required on each instrument.)
the President, any Vise Pfesideft the Treasurer, any AssistaRt T-Fea5 Fee, the S
4ou'z -` ?�nS"bn Bo,or-d e�R�.='li C�.M- f yniarY,y_ `1�2�x:�fL �SSSSS�'�•+r �.:.�.o��G�
(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.)
of this corporation be authorized upon such terms and conditions as to him/them shall seem proper:
To deliver to and deposit with the Bank for safekeeping, custody, or other purposes any bonds, 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
C 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, and receipt for and to withdraw upon trust receipt on the responsibility of, and at the risk of this
corporation, and to sign orders and issue instructions for the handling, transfer, registration, 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, or any 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 for examination
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 the Bank 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 Bank 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 foiling persons have been appointed or electedve qualified and are now acting as
officers or employees of said corporation in the capacity set before their respective names:
Officer Name Officer Name
Gisifi- Man- of-thre _
Bawd of Dire I, Treasurer
-President
44v942feside nt
�97
c a `a" 7
Ge;np FeNeF
Assistant
Treasurer
Assistant
Treasurer
IN WITNESS WHEREOF, I have subscribed my name as Secretary and have caused the corporate seal of said
corporation to be hereunto affixed this day of
Affix Corporate Seal Below:
r 1
SEAL
L J
91 -569 Rev. Illiana Financial, Inc.
Secretary