HomeMy WebLinkAboutRes 21-82 03/02/1982
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VILLAGE ~JNT PROSPECT INVESTMENT ACCOUNT -
ACCOUNT #, ¿3355
!.25.046 ".9/76
RESOLUTIONS OF BOARD OF DIRECTORS
CORPORATION
that I am the duly
I, Carol A. Fields do hereby certify
} and qualified Secreta ry and the keeper of the records and corporate seal of
The Village of Mount Prospect
, a corporation organized and
Illinois
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 ~ day of
~ , 19 cf'd,~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 Continental Illinois National
Bank and Trust Company of Chicago in respect to the matters herein set forth:
BE IT RESOLVED, That Continental Illinois National Bank and Trust Company of Chicago
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 Bankshall 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.)
TI,é, Ohð:lmar, ef the Deard ef DireetGrs,~aflY Viee Prceidcnt, ~Treasu~ any t.eeietaAt Treasurer, thg S9~,
an,' ,\soietant Secretary, 6r
No Others
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(or any other officers, agents or employees who may hereafter be designated in writing by
of this corporation be authorized:
(Rule out if inapplicable.)
To make and from time to time continue to make arrangements and to issue such instructions as to ~ ~ shall
seem proper for the conduct of any such account or accounts, and ~
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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
overdraft to be at the option of said Bank), and said Continental Illinois National Bank and Trust Company of Chicago 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
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To endorse for negotiation, negotiate, and receive the proceeds of any negotiable 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.
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AND BE IT FURTHER RESOLVED: That Continental Illinois National Bank and Trust
Company of Chicago 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 of money 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 signature(s) of any Two of the following:
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The President: ~~- /;~- /{ Æ~
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The Treasurer:
and Continental Illinois National Bank and Trust Company of Chicago 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
Continental Illinois National Bank and Trust Company of Chicago 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 Two of .the following:
-~ (I~n"r1b.r~natures required on each instrument)
"rli" CI'c'¡IlIlc111 ur li,t Buc1IJ ur O¡,ec.lOl5, ~any Vice rrc3i;; .e.ffi., the Treasure an) A3;:,i3tB.nt TrcaGurcr, the-8eOfeiary-.
any-A5si3tant Geeretary, or
No Others
(Use blank spaces for addilional 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 to ~shall seem proper:
To borrow money and incur liabilities for, on behalf and in the name of this corporation, to sell or discount its bills
and accounts receivable, to enter into, make, sign, and deliver repurchase, revolving credit, term loan and other agreements,
including subordination and similar agreements, to sign, execute, and deliver acceptances and promissory notes (including notes
with a confession of judgment clause) and other obligations of this corporation for such amounts, for such time, at such rate of
interest or discount, and containing such terms and provisions and such collateral powers as to ~hall seem proper, and
To receive and receipt for and to sign orders and issue instructions for the handling and delivery of the proceeds of
promissory notes and other obligations, and
To pledge, endorse, guarantee, assign, transfer, and deliver the bills and accounts receivable, bills of lading,
warehouse receipts, stocks, bonds, or other property of this corporation as security for any moneys borrowed and as security for
any liability incurred or to be incurred by this corporation in connection with any accceptance, note, letter of credit, guaranty,
trust receipt or otherwise, and
To grant liens (by way of mortgage, pledge, assignment, factor's lien, trust receipt, or any other liens whether similar
or dissimilar to the foregoing) on any and all property or interest therein (including, without limiting the generality of the foregoing,
real property, chattels, materials, work in process, bills and accounts receivable, warehouse receipts, stocks and bonds) from
time to time owned by this corporation, as security for any moneys borrowed and any liabilities, direct or contingent, now or
hereafter owing or to become owing from this corporation to Continental Illinois National Bank and Trust Company of Chicago,
and in connection therew'ith to endorse and deliver any such property or interest therein and to execute and deliver agreements
concerning such security and 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 similar instrumeflts and for, on
behalf and in the name of this corporation to incur liabilitìes 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 lading, and similar instruments,
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
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as to ì them í shall seem proper.
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AND BE IT FURTHER RESOLVED, That any Two of the following:
(Insert number of signatures required on each instrument)
The CI'd;'I"d" of ¡¡,e Doðld of Dilectols,~ ,~D.nt TreoGuror, tho Secrotary,
any Ass;sta..! ::;ecre.tary', or
No.Others
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of this corporation be authorized upon such terms and conditions as to ~ shall seem proper:
To deliver to and deposit with Continental Illinois National Bank and Trust Company of Chicago 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
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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
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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 guÇlrantee 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 Continental Illinois National Bank and Trust Company of Chicago 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 Continental Illinois National Bank and Trust Company of Chicago à '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 shalf 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.
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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 or elected,
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
Richard L. Jesse
President
Carolyn H. Krause
Secretary
Carol A. Fields
Vice President
Comptroller
Vice President
Assistant Treasurer
Vice President
Assistant Secretary
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~, 19c:P~
Affix Corporate Seal Below:
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SEAL
~y~
Secretary
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