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1990-15RESOLUTIONS OF BOARD OF DIRECTORS CORPORATION RESOLUTION NO. 90- B A RESOLUTION AMENDING THE CORPOWE SAVINGS AND CHECKING ACCOUNT r-7tR THE VILLAGE OF BUFFALO GROVE FOOD SERVICE OPERATIONS FUND Janet M. Sirahi l 1, an do hereby certify that I am the duly { elea�pected ( and qqualified Secretary and the keeper of the records and corporate seal of the Village ` 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 7th day of Mav , 19-9D_ 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 First Midwest Bank/Buffalo Grove, National Association in respect to the matters herein set forth: BE IT RESOLVED, That First Midwest Bank/Buffalo Grove, National Association 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 two of the following: (Insert number of signatures required on each instrument.) Verna L. Clayton, Village President; Janet M Si ahian,yillaga Clerk; Carmen Molinaro, director of Golf Operations; William H_ Rrimm,nir of Fin & Gen Sere (one must sign) and William R. Balling, Village Manager; Valarie Raleta, Food and Service Manager: (one must sign) dp (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.) 7 C .� ) of this corporation be authorized: (Rule out if inapplicable.) 2 To make and from time to time continue to make arrangements and to issue such instructions as to him shall # shall seem proper N for the conduct of any such account or accounts, and cc X � 0 0 To sign checks and orders forthe payment of money withdrawing f u nds from said account or accounts whether such checks and 0 orders create or increase an overdraft of said account or accounts or not, (payment or non paymentof any such overdraft to beat the option ty W of said Bank), and said First Midwest Bank/Buffalo Grove, National Association 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 00 payment of money so drawn when so signed without inquiring as to the circumstances of their issue or the disposition of their proceeds, Z 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 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 0 money payable to or belonging to this corporation, and N To identify, approve, endorse, and guarantee the endorsement of any payee or endorseron anychecks 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. designated depositary of this corporation be Irec a to honor checks, drafts or other orders for nam Or names appear inereon as signer or signers tneeeor, wnen ceanng or purporting to over [ne raaaimma siynarurestsf Wo any of the following: tu (Insert num r of signatures regw , on each instrument.) J • � C � t TA ' a IM VgN Q " and First Midwest \�egadlue ffalo Grove, National Association shall be entitled to honor and to charge this corporation for all such checks, IL drafts or other ordrdless of by whom or by what means the facsimile signatures thereon may have been affixed thereto, if such facsimile signaturatures resemble the facsimile specimens duly certified to or filed with First Midwest Bank/Buffalo Grove, National Associati Secretary or other officer of this corporation. AND BE IT FURTHER RESOLVED, That any of the above named persons may issue an oral orwritten stop payment order whs city the precise account number, payee, date, amount and number of the item (which number should be MICR encoded if t a c eck). It is further agreed that said Bank may honor and charge to this corporation checks, drafts, or other orders for the payney, therwise properly payable without regard to the date thereon, and Bank will not be responsible or liable for any stop paym place on any such items after payment thereof, but in advance of its date. AND IT FURTHER RESOLVED, That any of the following: (insert number of signatures required on each instrument) The Chairman of the Board of Directors, a President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary, or (Use blank spaces for additional titles or to authorize counter- *natures. 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 co itions to him shall seem proper: them O To borrow money and incur liabilities for, on behalf a din the name of this corporation, to sell or discount its bills and accounts receivable, to enter into, make, sign, and deliver repurchase, revo, ing credit, term loan and otheragreements, including subordination and ,.a similar agreements, to sign, execute, and deliver acceptances a d promissory notes (including notes with a confession of judgment t7 clause) and other obligations of this corporation for such amounts, r such time, at such rate of interest or discount, and containing such to m terms and provisions and such collateral powers as to hem s 11 seem proper, and O Hco Z To receive and receipt for and to sign orders and issue instruct) ns for the handling and delivery of the proceeds of promissory 00 Q notes and other obligations, and Z %H V Z To pledge, endorse, guarantee, assign, transfer, and deliver the b Is and accounts receivable, bills of lading, warehouse LU receipts, stocks, bonds, or other property of this corporation as securityfor any mo eys borrowed and as security for any liability incurred or UJ w to be incurred by this corporation in connection with any acceptance, note, lette of credit, guaranty, trust receipt or otherwise, and Ir aTo grant liens (byway of mortgage, pledge, assignment, factor's lien, trust re ipt, or any other liens whether similaror dissimilar to the foregoing) on any and all property or interest therein (including, without limiti the generality of the foregoing, real property, chattels, materials, work in process, bills and accounts receivable, warehouse receipts, st cks and bonds) from time to time owned by this corporation, as security for any moneys borrowed and any liabilities, director contingent, no or hereafter owing or to become owing from this corporation to First Midwest Bank /Buffalo Grove, National Association and in connectio therewith to endorse and delivery any such property or interest therein and to execute and deliver agreements concerning such security d the rights and powers of said Bank with respect thereto, and To buy and sell foreign exchange, to purchase letters of credit, travelers' checks, and sim ar instruments and for, on behalf and in the name of this corporation to incur liabilities in connection therewith and in connection with the rchase, sale, or negotiation of any bills of exchange, letters of credit, travelers' checks, acceptances, drafts, bills of lading, and similar instr ments, and to receive and receipt for, and sign receipts and trust receipts therefor, and to sign, execute, and deliver orders, applications, and agreements in connection therewith, which orders, applications, and agreements may contain such provisions as to him shal eem proper. I them U) Z O F V Q y Z Q H Y H U W to AND BE IT FURTHER RESOLVED, That any of the following: (Insert number of signature required on each i trument) The Chairman of the Board of Directors, the President, any Vice President, the Treasurer, any Assistant Treasur 4 the Secretary, any Assistant Secretary, or (Use balnk 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 of this corporation be authorized upon such terms and conditions to him shall seem proper: them To deliver to and deposit with First Midwest Bank /Buffalo Grove, National Association 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 other and additional deposits and to sign orders and issue instructions to said Bank for the conduct of said account or accounts, and and to sign orders and issue instructions fo ndling, transfer, registration, sale, substitution, nge, and delivery of an s, stocks, securities, and other property and the s thereof, delivered to, deposited with or otherw,s held by said Ban a account at this corporation. Such withdrawals, substitutions, exchanges, and deliveries whether subject to payment or not ether pursuant to sale, exchange, or other transaction, may also be made by the bearer of any order, receipt, or reques ned, and To purchase bonds, stocks, securities, and other property and to si eland issue instructions in connection with the purchase, the payment, the registration, and the delivery thereof, and To sell, pledge�or transfer, assign, exchan osit with any reorganization committee, bondholders protective, or other similar committee, or otherwise of an s stocks, securities, and other property belonging to or standing in the name of this corporation or its nomin is corporation for the account of others, and to sign orders and issue instructions regarding the handling of any math ted with such transactions, and To identify and guar4ntee assignments, transfers, and endorsements for transfer on bonds, stock certificates, interims; 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 monthsfrom the date it is available for examination orthe date it is mailed; failure toso 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 isfurther 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 First Midwest Bank /Buffalo Grove, National Association 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 First M idwest Bank /Buffalo Grove, National Association 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 forthe 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 orelected, 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 of Directors Treasurer Joseph T n r 1 l i President Varna T.- M avtnn e� rk Vice President Vice President Vice President Vlg Manager William R. Balling air al Fin. Dir Golf Oper (armPn Mnlinarn Assistatttireasarer Assistant Secretary F od Service manager Valerie Kaleta INDEPENDENT FORMS SERVICES, INC. 0 1 IN WITNESS WHEREOF, I have subscribed my namQSecretary and have caused the corporate seal of said corporation to be hereunto affixed this 7th day of_A MAY , 1990 Affix Corporate Seal Below: F SEAL Village President L J ATTEST: . Villa Clerk AYES: 4 - Marienthal, Reid, Mathias, O'Malley NAYES: 0 - None ABSENT: 1 - Shifrin PASSED: May 7 1990. , APPROVED: May 7 1990.