Corporate Resolution of Authority

Name of Corporation: _________________________ 

Address: _______________________________ 

Employer ID #: ___________________________ 

Account#: _____________________ 

I, the undersigned, hereby certify to The Bancorp Bank, N.A. that I am the Secretary (Assistant Secretary) of ________________________________________, a corporation duly organized and existing under the laws of the state of  ______________________;  that the following is a true copy of resolutions duly adopted by the Board of Directors of said Corporation at a meeting duly held on  ______________________________________________, at which a quorum was present; and that such resolutions have not been rescinded or modified.

RESOLVED, that the aforementioned Bank is hereby designated as a depository of this Corporation and that a checking account be opened and maintained in the name of this Corporation with said Bank; and

FURTHER RESOLVED, if indicated, any officer of this Corporation listed below is authorized to:

Name and Title                                                   Signature                                                     Facsimile Signature
                                                                                                                                                              (if used)

[A]

[B]

[C]

[D]

List below A, B, C and/or D

(1)Sign checks, drafts, notes, bills of exchange, acceptances, or other orders for the payment of money from said account;

(2)Endorse checks, notes, bills, certificates of deposit, or other instruments, owned or held by this Corporation, for deposit in said account, or for collection or discount by said Bank;

(3)Accept drafts, acceptances, and other instruments payable at said Bank;

(4)Waive demand, protest, and notice of protest, or dishonor of any check, note, bill, draft or other instrument made, drawn or endorsed by this Corporation; and

FURTHER RESOLVED, that said Bank be and it hereby is authorized to honor, receive, certify, or pay all instruments signed in accordance with the foregoing resolution even though drawn or endorsed to the order of any officer signing the same or tendered for cashing, or in payment of the individual obligation of such officer, or for deposit to his personal account, and said Bank shall not be required, or be under any obligation to inquire as to the circumstances of the issuance, or use of any instrument signed in accordance with the foregoing resolution, or the application, or disposition of such instrument, or the proceeds thereof; and

FURTHER RESOLVED, that the Secretary or Assistant Secretary shall certify to said Bank the names of the presently duly elected and qualified officers of this Corporation and shall from time to time hereafter as changes in the personnel of said officers are made, immediately certify such changes to the Bank, and said Bank shall be fully protected in relying on such certifications of the Secretary or Assistant Secretary and shall be indemnified and saved harmless from any claims, demands, expenses, loss or damage resulting from, or growing out of, honoring the signature of any officer so certified or refusing to honor any signature not so certified; and

FURTHER RESOLVED, that the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by said Bank, and that receipt of such notice shall not affect any action taken by the Bank prior thereto; and

FURTHER RESOLVED, that the Secretary or Assistant Secretary be, and he hereby is, authorized and directed to certify to said Bank the foregoing resolution and that the provisions thereof are in conformity with the Charter and By-Laws of this Corporation.

I further certify that there is no provision in the Charter or By-Laws of said Corporation limiting the power of the Board of Directors to pass the foregoing resolutions and that the same are in conformity with the provisions of said Charter and By-Laws.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation, on this __________ day of _______________ , __________________.

__________________________________________________ 
(Secretary or Assistant Secretary)

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