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1999-23• FIRST MIDWEST BANK, NATIONAL ASSOCIATION Resolution 99– '•'��� First Midwest Bank National Aaaoeiation .INCORPORATED ASSOCIATION /ORGANIZATION RESOLUTIONS i l � _ z�aga5a NAME OF'ASSOViATION OR ORGANIZATION ACCOUNT NUMBER TO FIRST MIDWEST BANK, NATIONAL ASSOCIATION: DATE: q1 ZD / 9 a do hereby certify that I am the duly elected, qualified and acting +%e. LIe 1, k– seer-etary- of this tMincorporated association's /organization's records and the following is a true and correct copy of certain resolutions duly adopted at a meeting of the Board of Directors or members thereof convened and held in accordance with law and the by -laws of this association /organization on the 17 ?h day of —mil l rtak , and that such resolutions have not been amended nor rescinded and are now in full force and effect: DEPOSIT AUTHORITY. Be It Resolved, that First Midwest Bank, National Association ( "Bank ") is designated a depository in which the funds of this association /organization may be deposited, and that the officers, employees or agents of this association /organization are hereby authorized to open and maintain an account or accounts with the Bank, and that the officers, employees or agents of this association /organization, and each of them, are hereby authorized to endorse, in the name of this association /organization, for the purpose of deposit and collection in and with the Bank, checks, drafts, notes and other like obligations and that endorsements for deposit and collection may be by the written or stamped endorsements of this association /organization without designation of the party making the endorsements; it is being understood and agreed that on all such items deposited, all prior endorsements are guaranteed by this association /organization whether or not an express guaranty is incorporated in such endorsements. 2. WITHDRAWAL AUTHORITY. Be It Further Resolved, that �Qi Ctre W [ A lI LL ,4e Cti r L LArLCI" ,V% A- 64,(6" title(s) of person(s) authorized to sign checks, drafts or any two, jointly, etc.) V ,j� rtCf m . manner the above -named person(s) are to sign -- singly, of this association /organization (- o (are) authorized to sign any and all checks, drafts, and orders, including orders or directions in informal or letter form, against any funds or accounts at any time standing to the credit of this association /organization with the Bank, and that the Bank is authorized to honor any and all checks, drafts and orders 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 or persons or the use of the checks, drafts or orders, or the proceeds thereof. FACSIMILE AUTHORITY. Be It Further Resolved, that the Bank as a designated depository of this association /organization be and it (including its correspondent banks) is hereby requested, authorized and directed to honor checks, drafts and other orders for payment of money drawn in the association /organization'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 py,rporting to bear the facsimile sign//al�t��ure(s) of 6--a"6 /4t�- 6-1et1 0 Jfoff M- Slreb"c 10 WL" u "t J2 . f,iL(.U4 4 ,L4- Al, W U,4.4_1 �� 6) - 6rIM M CTt ,t iW-15-f S L./ n (Name(s) and /or title(s) of person(s) authorized to facsimile use; indicate in what manner the above -named person(s) are to sign -- singly, any two, jointly, etc.) (2/96) of this association /organizatiot� and the Bank shall be entitled to honoillfid to charge the account of this association /organization for, such checks, drafts or other orders for the payment of money, regardless of by whom or by what means the actual or purported facsimile signature or signatures thereon may have been affixed thereto, if such signature or signatures resemble the facsimile specimens of such signature(s) certified to or filed with the Bank or on behalf of this association /organization. 4. TRANSFER AUTHORITY. Be It Further Resolved, that 1/i1L'U4 ld- & . /_r _ a - -L. — (Name(s) and /or title(s) of person(s) authorized to make money transfers; indicate in what manner the above -namea personts) arc w sigh -- auig,y, au) two, jointly, etc.) of this association /organization (*) (are) authorized from time to time to designate in writing to the Bank those officers, employees and other agents of this association /organization authorized to issue written, facsimile, telephonic, electronic or oral instructions with respect to the transfer of funds of this association /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 association /organization, to enter into such agreements with the Bank with respect to any such transfer(s) as such officer(s) in (his) (her) (their) sole discretion deems advisable. CHANGE AUTHORITY. Be It Further Resolved, that t10 "-k -1" tF &t'" 'Pc or M(t v '' 4' (Name(s) and /or title(s) of person(s) authorized to change authorized signatories; indicate in what manner the above -namea personks) arc w sign singly, any two, jointly, etc.) of this association /organization (-ice (are) authorized in writing to delete from or add to the officer(s) or person(s) hereinafter designated to sign checks, drafts, orders or authorizations on behalf of the association /organization, TRADENAME AUTHORITY. Be It Further Resolved, that this association /organization may open account(s) designated as tit A (FILL IN TRADE NAME) which is merely an assumed name and style used by the association /organization and is not a separate entity, and the use of such assumed name on checks drawn upon the Bank or with respect to deposit in such account is merely for the convenience of this association /organization, and all actions taken by this association /organization under such assumed name are and shall be the actions of this association /organization. 7. ADDITIONAL RESOLUTIONS. Be It Further Resolved, that tJ fl� (Name(s) and /or title(s) of person(s) authorized to do acts described below; indicate In what manner the above-nameu persuno) aic w any two, jointly, etc.) of this association /organization (is) (are) authorized for and on behalf of this association /organization: a. to open additional account or accounts with the Bank on behalf of this association /organization; b. 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 association /organization on the Bank or any other bank; C. to waive presentment, demand, protest and /or 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 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 association /organization deposited with it, checked or ordered out or borrowed from it, or secured -2- (2/96) 8. 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 association /organization. AGREEMENT AUTHORIZATION. Be It Further Resolved, in order to induce the Bank to act pursuant to the foregoing resolutions, this association /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, setting forth a certified resolution to that effect stated to have been duly adopted by the Board of Directors or members of this association /organization, and signed by one purporting to be the Secretary or an Assistant Secretary of this association /organization; 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 the Bank after receipt of such notice, and the Bank is hereby authorized to rely upon the last communication received by it, so authenticated, as to any resolution of this association /organization or as to the persons who may be officers or signatories of this association /organization, or as to their respective specimen signatures and /or as to any other association /organization matters, and the 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 association /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., Orlin 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 claim or on account of the dishonor of any check or other order of any person asserting 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, or its failure not to conform in all respects to the authorizations specified hereunder; d. 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 of damages it may suffer 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; C. to be bound by the Bank's Business Account Agreement and Disclosure, as amended from time to time, rules and regulations and governmental regulations which, from time to time govern checking and savings accounts; and f. 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. Each of the foregoing 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. VLa -4RL W-7, 13u%(o 6fyw- FEDERAL EMPLOYEE ID NUMBER NAME OF ASSOCIATION /ORGANIZATION ATTEST: BY: - - TS: Vut �C- -3- (2/96) w n�Y U( lz f- 9. INCUMBENCY CERTIFICATE. The persons named below are the duly elected and qualified incumbents of the respective offices of the association /organizat }}on set forth below, opposite their respective names, and have held such offices at all times from k da of t •F�ce� I � mi e t to and including the date this Certificate is executed, and that the signature set forth below opposite their respective names are their genuine signatures: TITLE NAME SIGNATURE V ueA vo _ PRESIDENT J, 0o " ( W' f tZ -Vim' AML ivw !`• ��fGI�W/ `^� VICE PRESIDENT /tee�c CFA �i Sg"� �O�lc c f� M- SGI'a �iern ASST. SECRETARY I' TREASURER `+� � �" - �+.t/,c�(( , SS+ T- e...,, &t"" u IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the said association /organization, this day of �1 {SEAL} THE UNDERSIGNED, being the duly elected and duly qualified UVA 4g Pf O y d M of the association/organization, hereby certifies that .I B M[ f P4 •. ,, (; r _ is the duly elected and duly qualified of the association /orrganization; the signature appearing above his name is his genuine signature; and he has held such office all times since �An"i, f`j2q RECEIVED• BY: FMB EMPLOYEE'S NAME Mau lg t�t`l�t INDEPENDENT FORMS SERVICES, INC. 4 -642 -201 -4- (2/96)