Certified Copy of Resolution - Liberty Online
Certified Copy of Resolution - Liberty Online
Certified Copy of Resolution - Liberty Online
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<strong>Certified</strong> <strong>Copy</strong> <strong>of</strong> <strong>Resolution</strong><br />
Corporate and Limited Liability Corporation or Unincorporated Association<br />
___________________________________________________________________________<br />
Name <strong>of</strong> Entity (the “Company”)<br />
The undersigned hereby certifies that he/she is duly elected, qualified and acting Secretary or Managing<br />
Member <strong>of</strong> the Company, which Company is organized and existing under the laws <strong>of</strong> the State <strong>of</strong><br />
_______________________________, and that the following is a true and accurate copy <strong>of</strong> a resolution<br />
unanimously adopted at a meeting <strong>of</strong> the Board <strong>of</strong> Directors <strong>of</strong> said Company duly called and held at its<br />
<strong>of</strong>fices on ____________________________, 20______, at which meeting a quorum was present and<br />
voting throughout.<br />
RESOLVED, that Tigers Credit Union, <strong>of</strong> Columbia, Missouri (“Credit Union”), be and it<br />
hereby is designated a depository in which the funds <strong>of</strong> the Company may, from time to<br />
time, subject to the rules, regulations, bylaws and policies <strong>of</strong> the Credit Union, which may<br />
be amended from time to time, be deposited by any <strong>of</strong> its managers, members/owners,<br />
<strong>of</strong>ficers, agents or employees; and that any manager, member/owner, <strong>of</strong>ficer, agent or<br />
employee <strong>of</strong> this Company is hereby authorized on behalf <strong>of</strong> the Company and in its<br />
name to endorse for deposit with the Credit Union, whether in demand or time accounts,<br />
or for negotiation or collection, any and all checks, drafts, notes, certificates <strong>of</strong> deposit or<br />
other instruments or orders for the payment <strong>of</strong> money payable to the Company, which<br />
endorsement may be in writing, by stamp, or otherwise, with or without designation or<br />
signature <strong>of</strong> the person so endorsing, it being understood that on all such items all prior<br />
endorsements are guaranteed by the Company, irrespective <strong>of</strong> the lack <strong>of</strong> an express<br />
guarantee in the endorsement <strong>of</strong> the Company.<br />
FURTHER RESOLVED, that the Credit Union is hereby authorized and directed to<br />
recognize any <strong>of</strong> the signatures <strong>of</strong> the managers, members/owners, <strong>of</strong>ficers <strong>of</strong> the<br />
Company whose names and signatures appear below for the payment <strong>of</strong> funds from<br />
the Company’s deposit accounts with the Credit Union and for the transaction <strong>of</strong> any<br />
and all business with said Credit Union.<br />
FURTHER RESOLVED, that the Credit Union is hereby authorized and directed to honor<br />
and pay and charge to the account <strong>of</strong> the Company any wire transfers, checks, drafts,<br />
notes, instruments or other orders for payment, withdrawal or transfer <strong>of</strong> funds or money<br />
deposited in the account or to the credit <strong>of</strong> the Company and any instructions regarding<br />
the same, and any authorizations for the transfer <strong>of</strong> funds between different accounts <strong>of</strong><br />
the Company, whether oral, by phone or electronic means, without injury as to the<br />
circumstances related thereto and for whatever purpose or to whomever payable,<br />
including requests for conversion <strong>of</strong> the same into cash as well as for deduction from<br />
payment <strong>of</strong> cash out <strong>of</strong> any deposit, and whether or not payable to, endorsee or<br />
negotiated by or for the credit <strong>of</strong> any person signing the same or any other manager,<br />
member/owner, <strong>of</strong>ficer, agent or employee <strong>of</strong> the Company, when signed, accepted,<br />
endorsed or approved as evidenced by original or facsimile signature by any <strong>of</strong> the<br />
managers, members/owners, or <strong>of</strong>ficers <strong>of</strong> the Company whose names and signatures<br />
appear below, and Company warrants that any orders for payment are made with<br />
immediately available funds.
FURTHER RESOLVED, that the Credit Union be and is hereby authorized to comply<br />
with any process, summons, order, injunction, execution, distrait, levy, lien, garnishment,<br />
sequestration, or notice <strong>of</strong> any kind (hereinafter call “Process”) received by or served<br />
upon the Credit Union, which in the Credit Union’s opinion affects any or all <strong>of</strong> the<br />
Company’s deposit account with the Credit Union, and the Credit Union may, at its option<br />
and without liability, thereupon refuse to honor orders to pay or withdraw sums from any<br />
and all <strong>of</strong> the Company’s deposit accounts and may either hold the balance over to the<br />
sources <strong>of</strong> the Process.<br />
FURTHER RESOLVED, that the Company assumes full responsibility and holds<br />
harmless the Credit Union for any and all payments made or any other actions taken<br />
by the Credit Union in reliance upon the signatures, including facsimiles there<strong>of</strong>, <strong>of</strong> any<br />
person or persons identified as an authorized signatory, regardless <strong>of</strong> whether or not the<br />
facsimile signature was unlawful or unauthorized and regardless <strong>of</strong> by whom or by what<br />
means the purported signature or facsimile signature may have been affixed to the<br />
instrument if such signatures reasonably resemble the specimen <strong>of</strong> facsimile signatures<br />
as provided to the Credit Union, or for refusing to honor any signatures not provided to<br />
the Credit Union, and that the Company agrees to indemnify the Credit Union against any<br />
and all claims, demands, losses, costs, damages or expenses, including but not limited<br />
to reasonable attorney fees, suffered or incurred by the Credit Union resulting from or<br />
arising out <strong>of</strong> any such payment, wire transfer or other action.<br />
FURTHER RESOLVED, that this resolution shall continue in full force and effect until<br />
written notice <strong>of</strong> revocation has been duly received by the Credit Union and the Credit<br />
Union has had reasonable opportunity to act thereon.<br />
FURTHER RESOLVED, that the Secretary, any Assistant Secretary or the Managing<br />
Member <strong>of</strong> the Company, as the case may be, is hereby authorized and directed, from<br />
time to time, to furnish the Credit Union statements <strong>of</strong> the names <strong>of</strong> the then <strong>of</strong>ficers<br />
<strong>of</strong> the Company who are authorized to act under this resolution or any other resolution,<br />
and the Credit Union shall be entitled to rely upon such statement until it receives a later<br />
statement <strong>of</strong> such person or persons changing such names, and the Credit Union has<br />
had reasonable time to act thereon.<br />
FURTHER RESOLVED, that the Company acknowledges and agrees that the Credit<br />
Union may rely on alternative signature and verification codes issued to or obtained<br />
from any <strong>of</strong> the undersigned. The term “alternative signature and verification codes”<br />
includes, but is not limited to, facsimile signatures on file with the Credit Union, personal<br />
identification numbers (PIN), and digital signatures. If a facsimile signature specimen has<br />
been provided on this resolution (or is filed separately by the Company with the Credit<br />
Union from time to time), the Credit Union is authorized to treat the facsimile signature<br />
as the signature <strong>of</strong> the Agent(s), regardless <strong>of</strong> by whom or by what means the facsimile<br />
signature may have been affixed, so long as it resembles the facsimile signature<br />
specimen on file. The Company authorizes each <strong>of</strong> the undersigned to have custody<br />
<strong>of</strong> the Company’s private key used to create a digital signature and to request issuance<br />
<strong>of</strong> a certificate listing the corresponding public key. The Credit Union shall have no<br />
responsibility or liability for unauthorized use <strong>of</strong> alternative signature and verification<br />
codes unless otherwise agreed in writing.<br />
BE IT FURTHER RESOLVED, that nothing in this Agreement requires the Credit Union<br />
to accept for deposit, transfer, negotiation, or otherwise, any item, including but not<br />
limited to drafts, negotiable instruments, bills, and receivable.
BE IT FURTHER RESOLVED, that the Credit Union shall be liable only for the claims,<br />
losses or damages directly caused by the gross negligence <strong>of</strong> its agents and employees<br />
in performing their duties. The Credit Union shall not be liable for any consequential<br />
or punitive damages. Authorized payees, authorized representatives and third-party<br />
providers, vendors or processors <strong>of</strong> correspondent service do not have authority to act<br />
on behalf <strong>of</strong>, and are not agents or employees <strong>of</strong>, the Credit Union, unless expressly<br />
designated by the Credit Union. Further, the Credit Union shall not be liable for any<br />
claims, losses or damages caused by acts <strong>of</strong> God, acts <strong>of</strong> governmental authority,<br />
legal holidays, acts <strong>of</strong> public enemy, acts <strong>of</strong> war, riots, flood, civil commotion, power<br />
shortages, labor difficulties (including, but not limited to, strikes or other work stoppages<br />
or slow-downs) or other causes beyond the reasonable control <strong>of</strong> the Credit Union, its<br />
agents or employees.<br />
BE IT FURTHER RESOLVED, that any account subject to this resolution may be<br />
charged such service fees and other charges as the Credit Union may establish for its<br />
services. Such fees may be charged from time to time, with or without notice.<br />
The undersigned further certifies that there is no provision in the Articles <strong>of</strong> Incorporation, as amended<br />
to date, or the Management Agreement, as amended to date, or the bylaws <strong>of</strong> the Company limiting the<br />
power <strong>of</strong> the Board <strong>of</strong> Directors to pass the foregoing resolution and that the same is in conformity with<br />
the provisions <strong>of</strong> said Articles <strong>of</strong> Incorporation, Management Agreement and bylaws.<br />
The undersigned acknowledges receipt <strong>of</strong> a separate Business Account Agreement setting forth specific<br />
account terms. In the event that the terms <strong>of</strong> the Agreement and the Certificate conflict, this Certificate<br />
shall control. The undersigned have read and agreed to the terms <strong>of</strong> the Agreement, as well as the<br />
bylaws and policies <strong>of</strong> the Credit Union, and understand that they may be modified from time to time<br />
as therein provided without affecting this certificate.<br />
The undersigned hereby warrant that any check, wire transfer, or instrument, <strong>of</strong> any kind or nature,<br />
is bona fide in every respect, is immediately available funds, and will not be dishonored.<br />
The undersigned further certifies that the following are the names and signatures <strong>of</strong> the present <strong>of</strong>ficers<br />
<strong>of</strong> said Company, who may transact business on the Account <strong>of</strong> the Company:<br />
1. _________________________________________ ___________________________________<br />
Name Title<br />
______________________________________________________________*<br />
Signature<br />
__________________________________<br />
Social Security Number<br />
2. _________________________________________ ___________________________________<br />
Name Title<br />
______________________________________________________________*<br />
Signature<br />
__________________________________<br />
Social Security Number
3. _________________________________________ ___________________________________<br />
Name Title<br />
______________________________________________________________*<br />
Signature<br />
__________________________________<br />
Social Security Number<br />
4. _________________________________________ ___________________________________<br />
Name Title<br />
______________________________________________________________*<br />
Signature<br />
__________________________________<br />
Social Security Number<br />
5. _________________________________________ ___________________________________<br />
Name Title<br />
______________________________________________________________*<br />
Signature<br />
__________________________________<br />
Social Security Number<br />
______________________________________________________________<br />
Tigers Credit Union Representative<br />
State <strong>of</strong> _____________________________________<br />
County <strong>of</strong> ___________________________________<br />
) ss:<br />
On _______________________, 20_______, before me, personally appeared ______________________________,<br />
known to me to be an <strong>of</strong>ficer <strong>of</strong> ______________________________________________________, described in and<br />
who executed the foregoing instrument, and acknowledged execution <strong>of</strong> the same for and on behalf <strong>of</strong> said business.<br />
__________________________________________________________<br />
Notary Signature<br />
______________________________________<br />
My Commission Expires<br />
*Please provide current drivers licenses for each signer.<br />
All signatures must be witnessed by a Tigers Credit Union employee or notarized.
The authority contained herein shall not be affected by any dissolution, termination, or change in<br />
the ownership/membership <strong>of</strong> the Company or any modification or termination <strong>of</strong> the powers <strong>of</strong> any<br />
managers, members/owners, <strong>of</strong>ficers, agents or employees, but shall be and continue in full force and<br />
effect, and be binding upon the Company and its successors, unless and until revoked or modified by<br />
written notice duly signed, actually received by the Credit Union, provided that such notice shall not affect<br />
any action taken in reliance hereon prior to the receipt there<strong>of</strong> and shall not, in any even, be effective<br />
until the Credit Union has had a reasonable time to act thereon after its receipt.<br />
If Company is a corporation, the undersigned further certifies that a true and correct copy <strong>of</strong> the Articles<br />
<strong>of</strong> Incorporation and all amendments thereto for the Company are attached hereto as Exhibit A, or if<br />
Company is a limited liability corporation, then the undersigned certifies that a true and correct copy <strong>of</strong> the<br />
Articles <strong>of</strong> Organization and all amendments thereto for the Company are attached hereto as Exhibit A.<br />
The undersigned understand and agree that the Credit Union is not responsible for knowledge <strong>of</strong> the<br />
Articles <strong>of</strong> Incorporation or Articles <strong>of</strong> Organization.<br />
If the Company is a limited liability corporation, then the undersigned further certifies that a true and<br />
correct copy <strong>of</strong> the Management Agreement and all amendments thereto for the Company are attached<br />
hereto as Exhibit B.<br />
If the Company is an unincorporated association under Missouri law, then the undersigned further<br />
certifies that a true and correct copy <strong>of</strong> its Articles <strong>of</strong> Association are attached hereto as Exhibit A. In the<br />
event that the Company is not incorporated or otherwise organized under Missouri law, then a certificate<br />
<strong>of</strong> good standing to conduct or carry on the enterprise <strong>of</strong> the Company in Missouri is attached hereto as<br />
Exhibit C.<br />
Given under my hand this _________ day <strong>of</strong> ____________________________, 20______.<br />
___________________________________________________________<br />
Secretary <strong>of</strong> Managing Member (as applicable)<br />
[Corporate Seal]<br />
To Be Signed by an Officer Other than the Person Certifying the <strong>Resolution</strong>:<br />
I, ________________________________________, ______________________________________<br />
Name Title<br />
<strong>of</strong> said Company, hereby certify that the foregoing is a correct copy <strong>of</strong> the resolution adopted as<br />
above set forth.<br />
___________________________________________________________________<br />
Signature<br />
___________________________________________________________________<br />
Name<br />
_________________________________________________<br />
Title