HomeMy WebLinkAboutRes 38-98 07/21/1998 FIRST 3
The First National I:~..,~ of Chicago
CORPORATE RESOLUTION
RESOLUTION AND C RTIFICATE OF INCUM2BENCY
I, the uadersignsd, Do Hereby Certify that the following is a complete, true and correct copy of certain resolutions of the Board of
Directors of the Village of Mount Prospect , a corporation duly organized and ex~sting under the laws of
the State of I l ] i nois (the "Corporation"), which resolutions were duly adopted in conformity with the laws of said state and
the articles of Incorporation and the by-taws of the Corporation and are set forth ia the minute book of the Corporation; that I am the keeper of
the Corporate Seal and of the minutes and records of the Corporation and that the said resolutions have not been rescinded or modified and are
in full force and effect at the date of this certification:
Be It Resolved, that The First National Bank of Chicago (the "Bank") be, and it hereby is, designated a depositor7 in which funds of the
Corporation may be deposited by its officers, agents, and employees; and that such officers, agents, and employees of the Corporation are, and
each of them hereby is, authorized to endorse for deposit or negotiation, or to deposit without endorsement, any and all check, drafts, notes,
bills of exchange, and orders fur the payment of money, either belonging to or coming into possession of the Corporation Cmcluding any of the
foregoing payable to the Corporation and any trade name or style it may have adopted); indorsement for deposit may written or stumped
indorsement of this corporation w/thout designation of the person making the iadorsement;
B~ It Fu~her Resolved, that any two [ J of the following officers of the Corporation, to wit:
BOAR~, the PRF. SIDENT, ~,~-¥'I~-E--PR.ESIt~r:aN~, ~t¢~-H~F--Fttq-At~--L-~--OFFt~-E,R, the TREASURER,
~RI~AS~, and the S~<2P.~=T-3~¥ [ Deputy Director of Finance ] ("the Authorizing Officers"), acting jointly, be,
and they hereby are, authorized on behalf of the Corporation:
A. to designate in writing at any time and from time to time officers ( including themselves), agents and employees of the Corporation
(each a "Designation Person', which term may include the plural) each of whom, on behalf of the Corporation, is authorized to do any one or
more of the following:
1. sign, by manual or facslm;le signature (including any ~ignatore made with or generated by a signature plate, any similar device or
compntor), any and all cheeks, drain, and other orders for the payment of money, including orders or directions in informal or letter
form, against any fuuds at any time, standing to the credit of the Corporation in any account with the Bank, and to redalegate the
authority herein contained ns to manual signature~ only to other officers or employees of the Corporation under such restrictions and
limitations as the Authorizing Officers deem appropriate;
2. issue written telephonic, electronic, or oral instructions with respect to transfer of funds of the Corporation on Deposit with the Bank
(or otherwise transferable by the l~mk) (a) by wire, automated clearinghonse or other electronic means of transfer, without any written
order for the payment of money being is.quad with re.qpect to such transfer or (b) by cheek, draft, or other written order for the
payment of money, whether signed by persons authorized pursuant to this resolution or authorized by the Bank;
issue pre-anthorizad drafts by authorized signatory or signatories against the hank accounta of the Corporation;
4. authorize the i~suance of depository tmnsfor checks (each having plainly printed on its face 'DBPOSITORY TRANSFBR CHECK"
and being by its wording payable to the payee baltic for credit to an account of the Corlmrafion with the payee bank) for the purpose
of transferring funds from the bank to any financial institution in which the Corporation has fonds on deposit to an account of the
Corporation at another depository bank or fmancial institution designated under the authority exercised here under. Such checks shall
require no signature other than the name of the Corporation printed at the lower right hand comer, which name su printed shall
con.irate the official signature of the Corporation for use in connection with depository transfer checks;
B. to amend, revoke or terminate any designation made pursuant to the authority contained hz paragraph A;
C. to enter into such agr~mente with the Bank with re.M~ct to any banking services ( including without limitation electronic services) ss
such officers in their sole discretion deem advisuble or in the intere.q of the Corporation; and
D. to open new accounts with the Bank and to close any or all accounts opened with the Bank and to terminate any agreement entered
Be It F~rth~r Resolved thai the Bank be, and it hereby is, authorized and d[rscted to honor:
1. any and all checks, dral~ and orders signed manually by any person or persons authorized by the Authorizing Officers ns aforessid,
including those drawn to the Individual order of any person or persons whose .amc or nsmns appear thereon a~ signer or signers
thereof, without f~rther inquiry or regard to the authority of said person or persons or the use of the checks, drsl~ or orders, or the
proceeds thereof;
2. any sad all checks, dra~.s sad other orders for ~he payment of money drawn ia ',.he corporation's name, including ~hose drawn to
individual order of say person or persons whose name or names appear thereon ns signer or signers '.hereof, without further inquiry
or regard to the authority of said person or persons or the use of the checks, dra~s or orders, or ~e proceeds ~bereof when bearing or
purporting to bear the facsimile signature(s) of any person(s) authorized so to sign by the Authorizing Officers as aforesaid, and to
charge the account of the Corporation for soch checks, drains or other orders for ~be 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(s) the facsimile specimens of such signature(s) certified to or filed with the Bank by or on behalf of '.his
Corporation;
3. any wri~'.en, oral, telephonic, or electronic instruction for the transfer of funds of the Corporation (a) by wire or other electronic
means initiated by a person or persons designated by the Authorizing Officers or made by the Bank in accordance with the procedure
provided by say agreement for wire or other electronic means of transfer of funds entered into on behalf of the Corporation by the
Authorizing Officers, or (b) by check, drai~ or other wriRen order for the payment of money authorized in accordance with this
resolution; and
4. any preauthorizad drat~ or depository ~ransfer check authorized in accordance with ~e provisions of this resolution.
Be It Further Resolved, that each of the foregoing resolutions shall apply in full to any account, financial accommodainn, ~'sasacfion or
proper~y at or with any facili~ or brsach of the Bank sad iQ subsidiaries and affiliates.
Be It Further Resolved, that say request for a loan or other financial accommodation may be made by telephone, writing, by telex or
facsimile U'ausmission, or by any other form of communication deemed advisable by the Designated Person and that the Bank shall incur no
liability for acting in accordance with requests or inslructiona which the bank believes in good faith to have emanated from a properly
authorized person/
Be It Further Resolved, ~ each of the foregoing resolutions sad any designation of Designated Persons made pursuant thereto shall
continue in force until express written notice of Rs revocation or modification has been received by the Bank, but if the authority conteinad in
tbem should be revoked or termi~ted by operation of law without such notice, it is resolved sad hereby agreed, for the purpose of inducing
the Bank to act thereunder, that the bank shall be saved harmless from any loss suffered or liability incurred by it in so acting after such
revocation or termination without such notice.
I Furrier Cerr/ff~ ~hat each of the individuals named below presently holds the office appearing next to his or her name and that the
spechnen of each such individual's signature which appears next to his or her title is genuine:
NAME TITLE SIGNATURE
Gerald L. Farley President ~-. /
Vice President /
/
Vice lh'nsident /
Chief Fimmeial Officer
Director of Finance/ ~"~//
Douglas R. Ellsworth Treasurer
/
Assistant Secretary
epu,y Director
Carol L. W±draer ~f. Finance
In lt~mt..~ Whereof, I havn ber~anto sob~ribad my namo and affixed the ~al of this Corporation [hia 21 St da>' of
/ Velma W. Lowe
. Acting Village Clerk
[Corpomm
RE$O£UIION NO. 38-98