Loading...
Resolution 2587 WCMA@ Account Corporation Resolutions - 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 ,'" . ,\,' ,'iq~ .00"l'C" t' \, '>1) f'otow.~ 111) tJ'l!'., ..: " t~~;iJiUH'''',.'''' ""'""""~,1:.'~""''''''''''~;''''''''''''''''''''-''''''").'''_''',,,,_''f RESOLUTION NO. 2587 J. fIJ 1 Ult 1 lUll - 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 15 ~.'1I1~1t"'~~~"'_' ____'w_ u"V"Mt:..ti 11 _\Iil1llJl" ....- -~~ili.~n---- 'f 11 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 T~Ta~~