The undersigned hereby certifies that he/she is the duly elected, qualified and acting Secretary or Managing Member of the Organization named above, which Organization is organized and existing under the laws of the State of Ohio and that the following is a true and accurate copy of a resolution unanimously adopted at a meeting of the authorized members and/or officers of the organization, duly called and held on the date noted below at which meeting a quorum was present and voting throughout.
“RESOLVED, that Associated School Employees Credit Union, of Austintown, Ohio, (“Credit Union,”, “ASECU”) be and it hereby is designated a depository in which the funds of the Organization may, from time to time, subject to the rules, regulations and by-laws of the Credit Union, be deposited by any of its officers, agents or employees; and that any officer, agent or employee of this Organization is hereby authorized on behalf of the Organization and in its name to endorse for deposit with Credit Union, whether in demand or time accounts, or for negotiations or collection, any and all checks, drafts, notes, certificates of deposit or other instruments or orders for the payment of money payable to the Organization, which endorsement may be in writing, by stamp, or otherwise, with or without designation or signature of the person so endorsing, it being understood that on all such items all prior endorsements are guaranteed by the Organization, irrespective of the lack of any express guarantee in the endorsement of the Organization.
FURTHER RESOLVED, that Credit Union is hereby authorized and directed to recognize any of the signatures of any person who has signed a “Membership and Account Application” for any o f this
Organization’s accounts, for the transaction of any and all business of the Organization with said Credit Union, including the opening any accounts related to service or paying funds; which authority will
remain in full force and effect until Associated School Employees Credit Union receives updated instructions, account signer change orders, or a new “Membership and Account Application” from this Organization. The Credit Union is likewise authorized to recognize any facsimile signature or endorsement of this Organization or any authorized person.
FURTHER RESOLVED, that Credit Union is hereby authorized and directed to honor and pay and charge to the accounts of the Organization any checks, drafts, notes or other orders for payment, withdrawal
or transfer of funds or money deposited in the account or to the credit of the Organization and any
instructions regarding the same, and any authorizations for the transfer of funds between different
accounts of the Organization, whether oral, by phone or electronic means without inquiry as to the
circumstances related thereto and for whatever purpose or to whomever payable, including requests for
conversion of the same into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any person signing the same or any other officer, agent or employee of the Organization, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by any of the officers of the Organization whose names appear on the Membership and Account Application, executed by the Organization from time to time.
FURTHER RESOLVED, that Credit Union be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereinafter called “Process”) received by or served upon Credit Union, which in Credit Union’s opinion affects any and all of the Organization’s deposit accounts with Credit Union, and Credit Union may, at its option and without
liability, thereupon refuse to honor orders to pay or withdraw sums from any and all of the Organization’s deposit accounts and may either hold the balance therein until Process is disposed of to Credit Union’s satisfaction, or to pay the balance over to the source of the Process.
FURTHER RESOLVED, that the Organization assumes full responsibility and holds harmless the Credit Union for any and all payments made or any other actions taken by Credit Union in reliance upon the
signatures including facsimiles thereof, of any Authorized Signatory regardless of whether or not the facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to the instrument if such signatures reasonably resemble the specimen or facsimile signatures as provided to Credit Union or for refusing to honor any signatures not provided to Credit Union, and that the Organization agrees to indemnify Credit Union against any and all claims, demands, loses, costs, damages or expenses suffered or incurred by Credit Union resulting from or arising out of any such payment or other action.
FURTHER RESOLVED, this resolution shall continue in full force and effect until written notice of revocation has been duly received by Credit Union and Credit Union has had reasonable opportunity to act thereon.
FURTHER RESOLVED, the Secretary or Managing Member of the Organization, as the case may be, is
hereby authorized and directed from time to time to furnish Credit Union statements of names of the then officers of the Organization who are authorized to act under this resolution or any other resolution and Credit Union shall be entitled to rely upon such statement until it receives a later statement of such person or persons changing such names.” The undersigned further certifies that there is no provision in the Organization’s Articles of Incorporation or Association, as amended to date, or the by-laws of the Organization limiting the power of the Board of Directors or the Members as the case may be to pass the foregoing resolution and that the same is in conformity with the provisions of said Articles of Incorporation or Association or Management Agreement and the Organization’s By-laws. The undersigned further certifies that the following are the names of the present officers of said Organization: