Resolution 2587
WCMA@ Account Corporation Resolutions
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RESOLUTIONS OF THE BOARD OF DIRECTORS WITH RESPECT
TO AUTHORIZATION TO TRADE SECURITIES AND TO SUB-
,_, SCRIBE TO THE WORKING CAPITAL MANAGEMENpM AC-
l,. COUNT FINANCIAL SERVICE
WHEREAS, this Corporation, South Tahoe
(Name of Corporation)
Public Utility District
deems it to be in its best interests to invest and trade in
securities and to subscribe to the Working Capital Management
Account ("WCMA~") financial service program of MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED
("MLPF&S"), as described in the Working Capital Management
Account Agreement ("WCMA Agreement");
1. Now, Therefore, Be It Resolved, that this Corporation be,
and it hereby is authorized and empowered: (i) to establish a
conventional []Jcash securities account or 0 margin securities
account (please check one) ("Securities Account") with
MLPF&S, its successors by merger, consolidation or otherwise,
and assigns; (ii) to establish a check/card account ("Check/Card
Account"), which account may be accessed by checks
("Checks") and plastic transaction cards ("Cards") with a bank
or banks designated by MLPF&S ("Bank"); and (iii) to open one
or more accounts to subscribe to shares of, one or more money
market funds and/or deposit funds with depository institutions
participating in the ISA program ("Money Accounts") desig-
nated by MLPF&S as part of its WCMA program; and
\., 2. Resolved, further, that the Chairman of the Board, the
.', President, any Vice President, Managing Director or duly
l!llliiiJ authorized agent (hereinafter, any such person shall be referred
to as "Representative") of this Corporation be, and each of them
hereby is, authorized to execute, substantially in the form
presented at this meeting, and deliver on its behalf: (i) a WCMA
Agreement between this Corporation and MLPF&S; and (ii) all
additional documents and agreements requested by MLPF&S to
establish a Securities Account and to provide the WCMA
financial service to this Corporation; any such Representative is
authorized to empower any person or persons that he or she
deems proper at any time or times to do any and all things he or
she is so authorized to do; and, that the Secretary or any
Assistant Secretary of this Corporation is authorized to affix to
such agreements the corporate seal, if one, of this Corporation
and to attest thereto; and
3. Resolved, further, that for any Money Account designated by
the Corporation following acceptance by MLPF&S of a WCMA
Agreement, all executed by this Corporation, any such money
market fund and/or participating depository institution is hereby
authorized to open or cause to be opened, accounts in the name
of and on behalf of this Corporation and to receive funds
remitted to or through said Money Accounts by MLPF&S, to
subscribe to shares or accept deposits, and accept the instruc-
tions of MLPF&S to redeem shares or withdraw funds thereof,
'-' in accordance with theterrnsfrf t.~e Yl.CM.': A?reem,ent; and
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RESOLUTION NO. 2587
J. fIJ 1 Ult 1 lUll
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4. Resolved, further, that any '6rffie following named
Representative( s):
1. Name and Title Robert G. Baer, General Mqn.
h (per,son Authorized to Give Orders. Please Print or Type)
R onaa McFarlane
2. Name and Title Fi n;:!n("p Offic
(Person Authorized to Give Orders. Please Print or Type) el
NaI)cv Hussmann
3. Name and Title D1rector of Hnmi'ln Rp!=:()nr("es
R . EN' (PerSl)n Auth~rized to.Give Order~._Please Print or Jyp~
onnle . lcho~s, conn1e N. MarrO, Linda
4. Name and Title Drewes/The ~PC ~ornpanj es acting as
our Agen t . (Person Authorized to Give Orders. Please Print or Type)
is hereby authorized individually, without counter-signature or
co-signature, to trade in the Securities Account, and specifically,
(i) to give written or oral instructions, by mail, telephone,
telegraph or otherwise, to MLPF&S to buy or sell (including short
sales if the account is established with the Investor CreditLine
service) stocks, bonds, options and/or other securities, (ii) to
borrow money from or through MLPF&S, if the account is
established with the Investor CreditLine service, and, if neces-
sary, to secure payment therefore with property of this Corpora-
tion, including, but not limited to, stocks, bonds, options and/or
other securities; and
5. RQsolved, further, that each Representative of this Corpora-
tion who is or may be designated in the WCMA Agreement or any
other document executed by this Corporation pursuant to the
second Resolution hereof, is hereby authorized individually, with a
wiiOOtlt~~:iXlX co-signature: (i) to write Checks on
the Corporation's Check/Card Account; (ii) to use Cards and
execute sales drafts or cash advance drafts on the Corporation's
Check/Card Account; (iii) to borrow money from the Bank should
and overdraft advance be made by the Bank through the Check!
Card Account; (iv) to transfer funds between the WCMA Account
and other accounts of the corporation by means of the Funds
Transfer Service; and (v) to instruct the transfer of funds, by wire
or otherwise from the WCMA acc.oullt.of the Corporation to or for
the account of any other person, including the Representative
giving the instruction; and
6. Resolved, further, that any of the Representatives
hereinbefore named, and as may hereinafter be named in the
fourth Resolution and or any other document executed by this
Corporation pursuant to the second Resolution hereof, shall at all
times have the fullest authority to make or enter into trans-
actions deemed by him or her to be proper in accordance with
his or her respective designation, and in every way to bind and
obligate this Corporation to carry out any contract, arrangement
or transaction which shall, for or on behalf of this Corporation,
be entered into or made with or through MLPF&S, the Bank and/
or any Money Account and, MLPF&S and the Bank are autho-
rized to receive from this Corporation, checks and drafts drawn
upon the funds of this Corporation by any Representative or
employee of this Corporation, and to apply the same to the credit
of this Corporation or to its account with MLPF&S, the Bank or
the Money Account participating entities; and
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7. Resolved, further, that MLPF&S is authorized: (i) to receive
from any Representative or employee of this Corporation, stocks,
bonds, options and/or other securities as collateral or margin for
loans for the account of this Corporation with MLPF&S if the
account is established with the Investor CreditUne service; and
(ii) to accept instructions from any Representative hereinbefore
or hereinafter named in the fourth Resolution, with respect to the
authority to trade in the Securities Account, as to the registration
of stocks, bonds, options and/or other securities purchased by
this Corporation and as to the delivery of stocks, bonds, options
and/or other securities from the account of this Corporation, and
at the direction of any Representative so named, to cause
certificates of stocks, bonds, options,and/or other securities held
in said account to be transferred to any Representative of this
Corporation, in the discretion of such Representative; and, any
such delivery of stocks, bonds ,options and/or other securities,
registered as directed by him or her, shall be deemed delivered to
this Corporation. All confirmations, notices, and demands upon
this Corporation may be delivered by MLPF&S or the Bank orally
or in writing by mail, telegraph, or telephone to any such
Representative; and
8. Resolved, further, that in the event the WCMA financial
service program to which this Corporation is authorized to
subscribe with MLPF&S, the Bank, ano any Money Account is
established and subsequently terminated by this Corporation, or
by MLPF&S, or by the Bank, the authority delegated to the
Representatives named in the foregoing Resolution shall con-
tinue in full force and effect until such time as all securities,
checking, drafting and loan transactions shall have settled and
the securities, if any, in the Corporation's Securities Account are
delivered to the Corporation; and
9. Resolved, further, that the proper Representatives of this
Corporation be, and each of them hereby is, authorized, jointly
~l6BWCaUwto take any and all steps, do any and all things and
execute and deliver any and all documents in the name and on
behalf of this Corporation as may be necessary or appropriate to
carry out the purposes of the foregoing Resolutions; and
10. Resolved, further, that all actions heretofore taken with
respect to the matters authorized in these Resolutions be, and
they hereby are, ratified, confirmed and approved; and
11. Resolved, further, that these Resolutions shall be and
remain in full force and effect until written notice of the revoca-
tion hereof shall be delivered to and received by MLPF&S and the
Bank.
I,
Pat Mamath
(Name of Corporation's Secretary)
S~re~ry~ South Tahoe Public Utility
o is t r i c t (Name of Corporation)
16
CA
corporation, do hereby
a
(Jurisdiction of Incorporation)
certify that the foregoing is a full, true and correct copy of
Resolutions duly and regularly passed and adopted by the
unanimous vote of the Board of Directors of said Corporation at a
meeting thereof duly called and held at the office of said Corpora-
tion on the 6th day of Janll?lry , 19 94 , at
which meeting all directors were present and voting; that said
Resolutions appear in the minute books of said Corporation, and
are in accord with and pursuant to the charter and by-laws of
said Corporation; and that the same have not been rescinded or
modified and are in full force and effect.
I further certify that said Corporation is duly organized and
existing, and has the power to take the action called for by the
foregoing Resolutions.
In Witness Whereof, I have hereunto set my hand and affixed,
if one, the corporate seal of this Corporation on this
Seventh (7th)
of Januarv
day
94
, 19
(Place Corporate Seal Here)
.I
~tl
NOTE: Special Certification
The following (either A or B) must be completed if (and only
if) the secretary is one of the named authorized represen1a-
fives in resolution number 4 and/or 5.
A) If the corporation's only shareholder, only director and
only officer are the same person, check here _.
OR
B) I hereby certify that I have examined the minute books of the
corporation and that the secretary named in the resolution 4
and/or 5 is authorized to conduct those activities contained in
the foregoing resolutions.
(Signature of Director or Officer)
(Print or Type Name)
(Title of Director or Officer)
full, true and 00fI'I0I .". duly adopted Code 961 ~
by the SOlId of ....... of the South W Rev. 1/93
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