1991-400
RESOLUTION NO. 91- 40
A RESOLUTION AMENDING AUTHORIZED SIGNATORS FOR VILLAGE OF
BUFFALO GROVE SAVINGS ACCOUNT # 0299997822
TO: FIRST MIDWEST BANK N.A.
CERTIFIED RESOLUTIONS OF
BOARD OF DIRECTORS
CORPORATION (Checking6SAVINGS
NAME: VILLAGE OF BUFFALO GROVE
ADDRESS: 50 Raupp Blvd Buffalo Grove, I1 60089
Telephone Number: 459 -2500
Account Number:— 0299997822
Tax I.D. Number: 36- 2525051
NA0083
C O
CERTIFIED RESOLUTICM OF
BOARD OF DIRDCTORS
CORPORATION (Checking)
I, Janet M. Sirabian , do hereby certify that I am
the duly elected, qualified and acting secretary and the keeper of the
corporate records and corporate seal of the Village of Buffalo Grove a
corporation duly organized and existing under the laws of
Illinois , and that the following is a true and correct copy of
certain resolutions duly adopted at a meeting of the Board of Director
thereof convened and held in accordance with law and the by -laws of said
corporation on the 15th day of April, 19 91, or by a legally
effective instrument of unanimous Directors' consent dated N/A
19 , and that such resolutions have not been amended or rescinded and
are now in full force and effect:
BE IT RESOLVED, that FIRST MIDWEST BANK N.A. ( "Bank ") is designated
a depository in which the funds of this corporation may be deposited, and
that the officers, employees or agents of this corporation are hereby
authorized to open and maintain an account or accounts with the Bank, and
that the officers, employees or agents of this corporation, and each of
them, are hereby authorized to endorse, in the name of this corporation,
for the purpose of deposit and collection in and with the Bank, checks,
drafts, notes and other like obligations, and to execute authorization
agreements or orders for the automatic or electronic transfer of funds for
deposit to said account or accounts, and that endorsements for deposit and
collection may be by the written or stamped endorsements of this
corporation without designation of the party making the endorsement; it is
being understood and agreed that on all such items deposited, all prior
endorsements are guaranteed by this corporation whether or not an express
guaranty is incorporated in such endorsements.
AND BE IT FURTHER. RESOLVED, that:
(1) Checks, drafts and orders for the payment of money
withdrawing funds from said account or accounts shall require 2
(number required) signatures. The following are authorized to sign such
checks, drafts and orders on behalf of the corporation and in the
following manner:
Village President, Sidney Mathias or Village Clerk, Janet M. Sirabian (one must
sign) and Village Manager, William R. Balling or Director of Finance and General
Services, William H. Brimm (one must sign).
(titles of officers authorized to execute)
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The Bank is hereby authorized and directed, without limitation as to
amount, without inquiry as to the circumstances of issue, negotiation or
endorsement thereof, and without inquiry or regard to the authority of the
person or persons signing the instrument, to honor and pay out the funds
of this corporation on deposit with it in said account or accounts, from
time to time, on the basis of any checks, drafts or orders so drawn, when
so signed, whether such checks, drafts or orders be payable to cash,
bearer, the order of this corporation, or to the order of any third- party,
or to the order of any officer or person signing said checks, drafts or
orders or any of said officers or persons in their individual capacities
or not, and whether such checks, drafts or orders are deposited to the
individual credit of any officer or person signing said checks, drafts or
orders or to the individual credit or any of the other officers or persons
aforesaid.
(2) The term "order ", as used herein, shall include the authority
and power of the Bank to honor, execute and charge to the account(s) of
this corporation, without limit as to amount, any and all automatic or
electronic debit entry authorizations, telephonic, telegraphic, oral or
written requests, singly, from any of the officer(s) or person(s)
authorized, from time to time, to act for this corporation hereunder
( "designated person "), for the transfer of funds from this corporation's
account with the Bank to any other account(s) of either this corporation
or a third -party whether such account(s) are with the Bank or other
bank(s). Although the Bank is hereby authorized to verify order for
third -party transfers by calling a designated person, other than the
original caller, the Bank is not required hereby so to act, but is
authorized to act, without inquiry, upon requests received by it from any
person who represents himself or herself to the Bank to be a designated
person. The bank is authorized to refuse to make any transfer, when, in
its sole and absolute discretion, such request constitutes an improper and
unauthorized direction for the transfer. Any transfer order shall not be
in an amount in excess of the collected amount on deposit in any such
account(s). If in excess, the Bank need not make a transfer, and shall
not be liable for damages, losses or expenses (including attorneys' fees)
resulting from its failure so to do; provided, however, that if, in such
circumstances, the Bank does not make a transfer, the corporation, in all
events, shall be liable for the amount so transferred. If multiple
transfers to be made from one account are in excess_ of the collected
amount on deposit therein, the Bank shall, without liability whatsoever,
have the authority and power to make such transfer or transfers in such
manner and in such amounts as the Bank, in its sol -e -and absolute
discretion, may determine. ' The Bank shall not be liable for damages,
losses or expenses (including attorneys' fees), caused by any transfer,
when ordered singly by any designated person or for its failure or delay
in making any transfer of funds due to electronic, mechanical or other
technical difficulties, or resulting from delays in posting deposits to or
withdrawals from this corporation's account(s). The Bank is authorized to
record electronically all telephonic orders received by the Bank's wire
services area from a designated person and to retain such recordings for
ninety (90) days following the date of the order to transfer, to allow
recovery of verbal orders, when desired. The Corporation shall notify the
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Bank in writing of any discrepancy between the corporation's records of
transfer and the Bank's statement within thirty days from the earlier of
the date it is available for examination or the date it is mailed, and
agrees to notify the Bank of any unauthorized, missing or forged
endorsement within ninety days from the earlier of the date it is
available for examination or the date it is mailed; failure to so notify
the Bank as provided above shall preclude the Corporation from asserting
against the Bank any such unauthorized or missing signature or
endorsement, alteration, error or forgery.
AND BE IT FURTHER RESOLVED, that any one of the above named
officers or persons be, and it hereby authorized for and on behalf of this
corporation:
(1) To sell, transfer and endorse for sale or for transfer, for
and on behalf of this corporation, any and all securities, including
registered bonds, stock and interim certificates, participation and other
certificates:
(2) To identify, approve and /or guarantee the endorsement of any
payee or endorser of any checks, drafts, or orders for the payment of
money drawn by this corporation on the Bank aforesaid or any other bank:
(3) To identify and /or guarantee signatures and endorsements on
any and all securities, registered bonds, stock and interim certificates,
participation and other certificates or on bond and /or stock powers of
attorney executed in connection therewith;
(4) To withdraw, receive and receipt for and withdraw upon trust
receipt on the responsibility of, and at the risk of this corporation, and
to sign orders for the withdrawal, substitution and /or exchange of any and
all collateral, securities or property pledged, assigned, transferred or
otherwise held for its account. Such withdrawals, substitutions or
exchanges may also be made by the bearer of any order, receipt or request
so signed;
(5) To waive persentment, demand, protest and /or notice 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 of
said transactions;
(6) Anything herein to the contrary notwithstanding, to discount
with, and endorse to, the aforesaid Bank, installment consumer paper for
and on behalf of this corporation; and
(7) To buy and sell foreign exchange, to purchase letters of
credit, travelers' checks, and similar instruments and for, on behalf and
in the name of this corporation to incur liabilities in connection
therewith and in connection with the purchase, sale or negotiation of any
bills of exchange, letters of credit, travelers' checks, acceptances,
drafts, bills of exchange, and similar instruments, and to receive and
receipt for, and sign receipts and trust receipts therefore, and to sign,
execute, and deliver orders, applications and agreements in connection
therewith, which order, applications, and agreements may contain such
provisions as to them shall seem proper.
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AND BE IT FURTHER. RESOLVED, that
(1) Said Bank shall not be, in any manner whatsoever, responsible
for or required to see to the application of any of the funds of this
corporation deposited with it, checked or ordered out or borrowed from it,
or secured by, the discount of notes and other obligations to it as
hereinabove provided, and all such transactions shall be conclusively
presumed to be legally binding upon this corporation.
(2) In order to induce said Bank to act pursuant to the foregoing
resolutions, this corporation hereby agrees as follows:
(a) The aforesaid resolutions shall continue in force until
revoked or modified by written notice, actually received by said
Bank, setting forth a certified resolution to that effect stated to
have been duly adopted by the Board of Directors of this
corporation, provided, however, that any such notice shall not be
effective as to any exercise of powers prior to the actual receipt
thereof or as to any checks or other orders or instruments for the
payment of money or the withdrawal of funds, dated on or prior to
the actual receipt of such notice, but presented to said Bank after
receipt of such notice, and said Bank in hereby authorized to rely
upon the last communication received by it, so authenticated, as to
any resolution of this corporation or as to the persons who may be
officers or signatories of this corporation, or as to their
respective specimen signatures and /or as to any other corporate
matters, and said Bank shall be held harmless in such reliance,
even though such resolution may have been changed or rescinded.
(b) 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 corporation, which conflicts with a claim of
authority of which said Bank had prior notice, unless the person
asserting such subsequent claim shall procure an appropriate
restraining order, injunction or other appropriate process against
said Bank from a court of competent jurisdiction in the United
States requiring said Bank so to act, or, in lieu thereof, with the
consent of said Bank, shall deliver to said Bank, in form and with
sureties acceptable to said Bank, a bond indemnifying said Bank for
any and all liability, loss, damage, costs and expenses (including
attorneys' fees) on account of any action by said Bank pursuant to
such subsequent claim or on account of the dishonor of any check or
other order of any person asserting the claim of which said Bank
already had notice at, the time the subsequent conflicting claim is
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 attorneys'
fees), losses or damage it may suffer resulting from or growing out
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, or
its failure not to confirm in all respects to the authorizations
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specified hereunder thereof, with the consent of said Bank, shall
deliver to said Bank, in form and with sureties acceptable to said
Bank, a bond indemnifying Bank for any and all liability, loss,
damage, costs and expenses (including attorneys' fees) on account
of any action by said Bank pursuant to such subsequent claim or on
account of the dishonor or any check or other order of any person
asserting the claim of which said Bank already had notice at the
time the subsequent conflicting claim is asserted by the person
furnishing such bond.
(d) To indemnify the Bank and save it free and harmless
from any and all claims, demands, expenses (including attorneys'
fees),.loss or damage resulting from or growing out of acceptance
by the Bank of a request to transfer funds from any individual(s)
names or listed herein or from the refusal by the Bank to honor any
request received from any individual(s) making such request.
(e) The Bank shall not be liable in any manner whatsoever
for any miscarriage, mistake, delay misfeasance or non- feasance 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 of by the malfunction of any
equipment used by the Bank in connection with the services provided
hereunder.
AND BE IT FURTHER RESOLVED, that the Village Clerk
Secretary of this corporation is authorized to certify, under the
corporate seal of the corporation, to said Bank, a copy of these
resolutions and the names of the persons authorized to act on behalf of
the corporation. l do further certify that the names of the present
officers of this corporation are as follows, and that the genuine
signatures of those above authorized to sign the corporation appear below
and /or on the accompanying cards.
Sidney Mathias
Village President
William R. Balling
Vice President /Village Manager
Vice President
Vice President
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Janet M. Sirabian
Secretary /Village Clerk
William H. Brimm
Treasurer /Director of Finance & General
Services
Assistant Secretary
Assistant Treasurer
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IN WITNESS WHEREOF, I have hereunto affixed my name as Village Cletk
Secretary, and have caused the corporate seal. of said corporatt on to be
hereto affixed this 15th day of April 19
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AFFIX CORPORATE SEAL
THIS RESOLUTION SUPERSEDES
ANY PREVIOUS CERTIFICATE
FILED WITH THE BANK.
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qc? ,
Secr ry
Village tilerk
Federal Taxpayer Employer
Identification Number
36- 2525051
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Village--President
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