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HomeMy WebLinkAboutFleet Bank ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hail, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 489 OF 2001 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 3, 2001: RESOLVED that the Town Board of the Town of Southold hereby adopts the following resolutions with regard to Fleet Bank: RESOLVED: That Fleet Bank (the "Bank") be, and hereby is, designated a depository of funds of the Depositor, with authority to accept at any time for the credit of the Depositor deposits in checking, savings, money market savings, term or any other account, by whomsoever made in whatever manner endorsed; and RESOLVED: That the Bank shall not be liable in connection with the collection of such items that are handled by the Bank without negligence and the Bank shall not be liable for the acts of its agents, subagents or for any other casualty; and RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or fxom actions taken in good faith and in reliance upon, these Resolutions: and Payment Orders RESOLVED: That the Bank be, and hereby is, authorized and directed to certify, pay or otherwise honor all checks, drafts, notes, bills of exchanges, acceptances, undertakings and other instruments or orders for the payment, transfer or withdrawal of money for whatever purpose and to whomsoever payable when such instruments and orders are properly made, signed, or endorsed by the signature, the actual or purported facsimile signature or the oral direction of any of the authorized signers below; provided, however, that any check, draft, note, bill of exchange, acceptance, undertaking or other instrument for the payment, transfer or withdrawal must bear the actual or purported facsimile signature of any 1 (if no number is inserted, it shall be deemed to be one) of the authorized signers below; and RESOLVED: That any authorized signer acting alone be, and hereby is, authorized on behalf of the Depositor to endorse, negotiate and collect any and all checks, drafts, notes, bills of exchange, acceptances, undertakings and other instruments and to open and close and update information on any account of the Depositor at the Bank; and Funds Transfers RESOLVED: That any of the authorized signers below acting alone be, and hereby is, authorized on behalf of the Depositor to instruct, orally or by such other means as the Bank may make available to Depositor, the Bank to initiate the transfer of funds by wire, telex, automated clearinghouse, book entry, computer or such other means, and to execute agreements with the Bank for the transfer of funds from any of Depositor's accounts and to delegate from time to time to other persons the authority to initiate the transfer of funds from any such account; and Additional Resolutions RESOLVED: That the Bank may rely on any signature, endorsement or order and any facsimile signature or oral instruction reasonably believed by the Bank to be made by an authorized signer, and the Bank may act on any direction of an authorized signer without inquiry and without regard to the application of the proceeds thereof, provided that the Bank acts in good faith; and RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon, these Resolutions: and RESOLVED: The Bank may rely on this document and on any certificate by an authorized representative of the Depositor as to the names and signatures of the authorized signers of the Depositor until the Bank has actually received written notice of a change and has had a reasonable period of time to act on such notice; and RESOLVED: That the Depositor agrees to notify the Bank promptly and in writing of any change in (a) these Resolutions, (b) the identity of persons authorized to sign, endorse or otherwise authorize payments, transfers or withdrawals, (c) ownership of the Depositor or the Depositor's legal structure or status, including the Depositor's dissolution or bankruptcy; and RESOLVED: That any of the following named persons, or persons fi.om time to time holding the following offices of the Depositor be, and hereby are, designated as the authorized signers to act on behalf of the Depositor in accordance with the above resolutions (fill in names of individuals or titles of officers): Jean W. Cochran, Supervisor Brian Murphy, Deputy Supervisor John Romanelli, Councilman Elizabeth A. Neville Southold Town Clerk CERTIFICATE OF AUTHORITY Legal Name of Business ("Depositor"): ~?own of Southo3.d Trade Name (if applicable) Principal BusinessAddress: 53095 Route 25 PO Box 1179, Southold, ~ 11971-0959 Business Type (Check One): __ Corporation __ Member-managed LLC __ Sole Proprietor __ Manager-managed LLC __ Limited Partnership __ Unincorporated organization or __ Limited Liability Partnership association __ General Partnership X__ Town/City/Municipality __ Fiduciary (type): __ Other (specify): CHECKONE: __ Certification of Resolutions: The undersigned is authorized by the Depositor to certify, and herby does certify, that the Resolutions set forth below were properly adopted on , __ by the Depositor in accordance and conformity with the Depositor's governing documents, all agreements with third parties, and all laws applicable to the Depositor, have not been modified or rescinded, and are in full force and effect and binding on the Depositor. __ Adoption of Resolutions: The undersigned does hereby adopt the Resolutions set forth below, and certify that such Resolutions are in accordance and conformity with the Depositor's governing documents, all agreements with third parties, and all laws applicable to the Depositor. Resolutions RESOLVED: That m ,~,~e annk (the "Bank") be, and hereby is, designated a depository of funds of the Depositor, with authority to accept at any time for the credit of the Depositor deposits in checking, savings, money market savings, term or any other account, by whomsoever made in whatever manner endorsed; and RESOLVED: That the Bank shall not be liable in connection with the collection of such items that are handled by the Bank without negligence and the Bank shall not be liable for the acts of its agents, subagents or for any other casualty; and RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reiiance upon, these Resolutions: and Payment Orders RESOLVED: That the Bank be, and hereby is, authorized and directed to certify, pay or otherwise honor all checks, drafts, notes, bills of exchanges, acceptances, undertakings and other instruments or orders for the payment, transfer or withdrawal of money for whatever purpose and to whomsoever payable when such instruments and orders are properly made, signed, or endorsed by the signature, the actual or purported facsimile signature or the oral direction of any of the authorized signers below; provided, however, that any check, draft, note, bill of exchange, acceptance, undertaking or other instrument for the payment, transfer or withdrawal must bear the actual or purported facsimile signature of any ]. (if no number is inserted, it shall be deemed to be one) of the authorized signers below; and RESOLVED: That any authorized signer acting alone be, and hereby is, authorized on behalf of the Depositor to endorse, negotiate and collect any and all checks, drafts, notes, bills of exchange, acceptances, undertakings and other instruments and to open and close and update information on any account of the Depositor at the Bank; and Funds Transfers RESOLVED: That any of the authorized signers below acting alone be, and hereby is, authorized on behalf of the Depositor to instruct, orally or by such other means as the Bank may make available to Depositor, the Bank to initiate the transfer of funds by wire, telex, automated clearinghouse, book entry, computer or such other means, and to execute agreements with the Bank for the transfer of funds from any of Depositor's accounts and to delegate from time to time to other persons the authority to initiate the transfer of funds from any such account; and Additional Resolutions RESOLVED: That the Bank may rely on any signature, endorsement or order and any facsimile signature or oral instruction reasonably believed by the Bank to be made by an authorized signer, and the Bank may act on any direction of an authorized signer without inquiry and without regard to the application of the proceeds thereof, provided that the Bank acts in good faith; and RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon, these Resolutions: and RESOLVED: The Bank may rely on this document and on any certificate by an authorized representative of the Depositor as to the names and signatures of the authorized signers of the Depositor until the Bank has actually received written notice of a change and has had a reasonable period of time to act on such notice; and RESOLVED: That the Depositor agrees to notify the Bank promptly and in writing of any change in (a) these Resolutions, (b) the identity of persons authorized to sign, endorse or otherwise authorize payments, transfers or withdrawals, (c) ownership of the Depositor or the Depositor's legal structure or status, including the Depositor's dissolution or bankruptcy; and RESOLVED: That any of the following named persons, or persons from time to time holding the following offices of the Depositor be, and hereby are, designated as the authorized signers to act on behalf of the Depositor in accordance with the above resolutions (fill in names of individuals or titles of officers): Jean W. Cochran. Supervimor Brian Murphyt Deputy Supervisor John Romanelli, Councilman Certification The undersigned does further certify that the Depositor is duly organized and in good standing in the jurisdiction in which it is organized and that the signatures below represent the true and accurate signature of the person named below and that such person holds the title corresponding to such person's name: Name (Please print or type) Title (Please print or type) Signature Jean W. Coehran Supervisor Brian Murphy Deputy Supervisor John Romanelli Councilman If the Depositor is a corporation, each individual executing this document certifies and warrants that s/he is duly authorized to act on behalf of the corporation in all matters pertaining to its rights, responsibilities and activities in connection with the foregoing, including but not limited to executing this document on behalf of the Depositor. If the Depositor is a limited liability company or partnership, each individual executing this document certifies and warrants that the undersigned are all of its members, managers or general partners, as the case may be. IN WITNESS WHEREOF, I/we have signed this certificate on the 3rd day of July, 2001 , . (Signature and Title) (Signature and Title) (Signature and Title) (Signature and Title) NOTE: If only one person signs the above certification and that person is authorized to act by the above resolutions, this certificate must be confirmed by another authorized representative of the Depositor. (Not applicable if the Depositor is a sole proprietorship and the sole proprietor signs the document.) CONFIRMED By: · (Signature and Title) Date 15537 Rev 6/00 PK 50