Document 6rZ4kYmkzyNjBjD3xO621Zao

WAIVER OF NOTICE OFA SPECIAL MEETING OF THE BOARD OF DIRECTORS OF SMITH & KANZLER COMPANY PLAINTIFF'S EXHIBIT The. undersigned, being all .of the Directors of SMITH & JCANZLER COMPANY, a New jersey corporation, hereby waive. all notice, whether provided by statute or otherwise, and consent to the holding of a special meeting of the Board of Directors of-said corporation on the 23rd day of August, A.D. 1968, at 3:00 p.m., or any adjournment or adjournments thereof, at the office of the corporation, 5750 West Roosevelt Road, Chicago, Illinois-, for the purposes "of-considering: . (a) Proposed changes' in'authorizations oh file with various banks. (b) Such other matters as may properly come before the" meeting. ' .' DATED: August 23, 1968 " . of said Corporation . . -P-CfW SjzifcQvS>J CLX0000358 OFA 057280 . n MINUTES OF: A special meeting of the Board of Directors of c & KAN2LER COMPANY, a New Jersey corporation, held ac the off* of said Company, 5750 West Roosevelt Road, in the City of - '* Chicago, in.the County of Cook arid Stace of Illinois, on the- day of August, A.D. 1968, at 3:00 p.m., pursuant to waiver d- notice by ail the Directors of the,.Company. '" -.The following Directors, constituting a majority of the Board of.Directors, .were present in person ac the meeting: ' ' . Wayne D. Neachery . Roberc M. Burns , ' The meeting was called'to order by Mr. Roberc M. Burris., wh. acted as Chairman of the meeting.. Mr. Wayne D. Neachery, acting as Secretary, recorded the proceedings.- . ' - The.Secretary reported that a quorum was present at the meeting and, therefore, the meeting was legally constituted for the transaction of business. ... '' The Chairman stated chat due to certain personnel changes it was advisable to consider .changes in authorized signatures on file with the following bank accounts; Fidelity Union Trust Company '. . . "Regular Account""Payroll Account" ' - Manual signature - Manual signature . , The Chairman- Chen presented'a list of recommended changes. Upon motion duly made, seconded, and unanimously approved, it was * RESOLVED that the list of recommended changes in auth-' orized signatures presented to this meeting for the following accounts: Fidelity Union Trust Company ^Regular Account" - ' 1 "Payroll Account" - Manual signature Manual signature be, and it hereby is, approved, and be it, . FURTHER RESOLVED that the printed resolutions of the bank involved in the form attached hereto and made a part hereof be, and they hereby are, adopted as resolutions of this Board. . - CU0000353- ' . OFA 057281 There being no" further business, the,meeting was adjourned. APPROVED: DIRECTORS ' . CLXP000353*-' OFA Q57282 jst* . Smith & Knslr Company - Regular Account Fidelity Union Trust Company L.......................................................................................:..................'..... the undersigned, Secretary of . S m it ft & Kan z 1 a r ...Comp in y..... ...... . ................. . . ' - special ' do hereby certify that the following is a true copy of a resolution duly adopted at a laaKdar meeting of the Board of Directors of the said Corporation duly held at ..............;............. on the..........2?rd ............day of.......... August........... ...., a quorum beta* present, and that the said resolution is in foil force and effect at this date: .' "Resolved: that......... Stanley.-W..Gustafson. .........................the Treasurer of . ....... 7.......S.nj.i.t.h....4...;Kaa zi.jp.T....Q.om p,,an.y....,,__ ]..........................................._ . . . ' . ' . . is authorized and instructed to continue a deposit account for and in ]the name of this - . Corporation with the FIDKLITY. UNION TRUST COMPANY In the City of Newark, to deposit therein funds of this Corporation to be withdrawn until further notice in writing to said Trust .Company only by check signed in the name of this Corporation by any two of thn following: Stanley W. Gustafson ' . treasurer ............................ .................................itob^MVBuims.......... *................... :..........President ............................ ............................... J. Andrew Johnson .................................... ' ..............................*...................ioHnMartirvo.......................""7 "'7............ 'J .....Aj^.lGeddesjjjjJ ........................... ............................................................................. . ;........................................................ .... ...................................................................... ' Hugh wittman - Robert 8. McGranahan . or by promissory note, draft or bill of exchange made peyable at the said Trust Company, when signed fat like manner and by the same officers." . ' . The shore resohttkm is' in accord with the By-Laws of this Corporation. The following are the nffirm of this Company, elected at the. meeting of the Board of Directors held ea tha~............ .?.8th........ ........... ........day of November,.1967....... . ............ ........... ............. Robert M . Bums...................PresMondt.............................. ;.............. Stanley W. Gustafson Secretary-Treasurer a Eric W, WaUwy Assistant Secretary . In Wltaeas Whereof, I hare hereunto affixed my official Mgaatara and the seal of the said . Smith & Kanzler- Company - Payroll Account Fidelity Union Trust`Company L................Stanley..W^..GuatafSQa..............................................the undersigned, Secretary of ........... S: tn l e h& Kan z i er Cq.tn.p.a ny;............................................... . '. . ' special , do hereby certify that the following is a true copy of * resolution duly adopted at a xcttktf meeting of the Board of Directors of the said Corporation duly held at ....Chicago, ............. ............ on the.... .............. ... day of...... August,....:..... . I3L.6.8...... a quorum being, present, arid that lhe said resolution is ini full force and effect at this date: : - , "jResolred: that....!..........Stanley,W._.Gustafson.................... the Treasurer of .......... ,..S.ffl.U.li....&...K;..n.z.l.e.r....C.o.m4a.fl.ny.................................... ....... .. is authorized and instructed to continue a deposit account for and in. the name of this Corporation with the FIDELITY UNION TRUST COMPANY la the City of Newark, to deposit therein funds of this Corporation to be withdrawn until farther notice in -writing to said Trust Company only by check signed in the name of this Corporation by any one of the.following:...........Stanley .................................. Treasurer ....................... Robert M. Bums . ' . President and....................... ........................................ I.t.;AodX.9.yr.lQhJO#.On.............................................. or . John Martino . 'M xnd Hugh Wlttman - Roberts. McGranahan or by promissory' note, draft or bill of exchange made payable at the said Trust Company, when signed in like manner and by the same officer*." The abore resolution Is fat accord with the By-Laws of this Corporation. . The following are the officer* of this Company, elected at the meeting of the Board of Directors held the............JM.......... t..l.............. day of.....Noywml^Jl.1967.... . . Robert M. Bums . President . Stanley W, Gustafson . Secretary-Treasurer . Eric W. Wailey Assistant Secretary In Witaaaa Whereof, I hare hereunto affixed my official signature and the eeal of the said DFA 057284