POWER OF ATTORNEY
_________________________ (“Institution”), with its principal place of business at _________________________, in accordance with a resolution duly adopted by its Board of Directors at a meeting held on the ____ day of __________, , in accordance with the Institution’s by-laws, hereby makes, constitutes and appoints the Federal Reserve Bank of Kansas City (“Reserve Bank”) its true and lawful Attorney and authorizes and empowers said attorney, in the Institution’s name, to assign or transfer to any person, corporation or other entity (including the Reserve Bank) any securities or other assets in which the Reserve Bank has a security interest or that are now, or may hereafter be, pledged to the Reserve Bank in its individual capacity or as Fiscal Agent for the United States. The Institution gives and grants to said Attorney full power and authority to do and perform any and all acts which said Attorney shall deem useful, necessary or proper in order to carry out the foregoing powers as fully as the Institution might or could do if the Institution were performing such act, with full power of substitution or revocation, hereby ratifying and confirming all that said Attorney or its substitute may or shall lawfully do, or cause to be done, by virtue hereof. It is the intent of the Institution that the powers herein conferred upon said Attorney shall be construed in the broadest possible manner, that a photocopy of this Power of Attorney shall serve as evidence of the authority and power granted herein as fully and completely as the original instrument, and that any person or entity participating in a transaction with said Attorney shall rely on such photocopy. As any securities or other assets covered by this Power of Attorney will have been pledged to the Reserve Bank as collateral to secure the repayment of overdrafts incurred by the Institution or advances made to the Institution, together with interest thereon, or as collateral for deposits of monies of the Reserve Bank or the U.S. Treasury, including, but not limited to, treasury, tax and loan deposits, held by the Institution, this Power of Attorney is coupled with an interest and, as such, is irrevocable. (Corporate Seal) _____________________________ (Name of Institution) By: ________________________ Signature of certifying officer 1 Date: _________________ State of _______________) County of _____________) On this ____ day of __________ , 20___, before me the undersigned, a Notary Public in and for said county and state, appeared ____________________, to me personally known, who being by me duly sworn did say that he is the ____________________ of the Institution described in the foregoing Power of Attorney, and that the seal thereto affixed is the corporate seal of said Institution, and that said Power of Attorney was signed and sealed on behalf of said Institution by authority of its board of directors, and said ____________________ acknowledged said Power of Attorney to be the free act and deed of said Institution. Witness my hand and notarial seal subscribed and affixed in said county and state, the day and year last above written. (Notary Seal) My commission expires: ____________ __________________________ Notary Public Title: ________________________
(1-04-00)
1
The certifying officer must be a person authorized in Paragraph 1 of the “Certified Copy of Resolutions Conferring Authority to Execute Power of Attorney and/or Assignments”.
CERTIFIED COPY OF RESOLUTIONS CONFERRING AUTHORITY TO EXECUTE POWER OF ATTORNEY AND/OR ASSIGNMENTS
I, the undersigned _____________________________ 1 of _________________ _________________________________2 (“Institution”), do hereby certify that the following resolutions are true and correct copies of the resolutions of the Board of Directors of the Institution duly adopted in accordance with and as authorized by its charter and bylaws at a meeting of said board duly called and held on __________ , 20___, at which meeting a quorum of all of the directors was present and acting throughout, and that said resolutions have not been rescinded or modified and are now in full force and effect. 1. RESOLVED, that officers of the Institution with the following titles_____________________
Exact titles of authorized officers ____________________________________________________________________________________________,
and their successors in office be, and each of them hereby is authorized, in the name and on behalf of the Institution, from time to time, to execute the Power of Attorney of this Institution, as well as any detached assignments or stock or bond powers, with respect to securities or other assets pledged to the Federal Reserve Bank of Kansas City (“Reserve Bank”); and to do any and all acts and things that may be necessary or incidental to any transaction authorized by this resolution, or that may be designed or intended to carry out the purpose of this resolution. 2. RESOLVED, that these resolutions and all the powers and authorizations hereby granted or confirmed shall continue in full force and effect until written notice of the revocation thereof shall have been received by the Reserve Bank; and that a duly certified copy of these resolutions, with the seal of this Institution attached thereto, be furnished to the Reserve Bank. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Institution. Dated: _______________, 20___.
__________________________ (Signature of certifying officer)¹ (Corporate Seal)
(1-04-00)
1
The officer executing this certificate must be a bank officer other than one authorized in Paragraph 1 to execute the Power of Attorney. 2 Enter the official name of the depository institution.