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May 17, 2004 Page 443
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<br />Association at a meeting duly held on the 17th day of May, at which a quorum
<br />was present and acted throughout or adopted by the unanimous written consent
<br />of the governing body; and that such resolutions are in full force and effect
<br />and have not been amended or rescinded.
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<br />Resolved, that Bank of America (the "Bank")is hereby designated as a
<br />depository of the Association and that deposit accounts and/or time
<br />deposits (CD's) be opened and maintained in the name of this
<br />Association with the Bank in accordance with the terms of the Bank's
<br />Deposit Agreement and Disclosures and the applicable rules and
<br />regulations for such accounts; that any one of the following Authorized
<br />Representatives of this Association: Pamela S. Dubois, Deputy Co.
<br />Mgr./Finance Director; Robert M. Freeman, Chairman, Board of
<br />Commissioners is hereby authorized, on behalf of this Association and
<br />in its name, to execute and to sign any application, deposit agreement,
<br />signature card and any other documentation required by the Bank to open
<br />said accounts; to sign checks, drafts, notes, bills of exchange,
<br />acceptances, time deposits (CDs) or other orders for payment of money;
<br />to endorse checks, drafts, notes, bills, time deposits (CDs) or other
<br />instruments owned or held by this Association for deposit with Bank or
<br />for collection or discount by the Bank; to accept drafts, acceptances,
<br />and other instruments payable at the Bank; to place orders with the
<br />Bank for the purchase and sale of foreign currencies on behalf of this
<br />Association; to execute and deliver an electronic fund transfers
<br />agreement and to make transfers or withdrawals by electronic transfer
<br />on behalf of the Association; to obtain an access device (including but
<br />not limited to a card, code, or other means of access to the
<br />Association's accounts) that may be used for the purpose of initiating
<br />electronic fund transfers [Association agrees and acknowledges that
<br />neither the Electronic Funds Transfer Act (15 U.S.C. 1693 et seq.) nor
<br />Regulation E (12 C.F.R. Part 205) are applicable to any such access
<br />device]; to establish and maintain a night deposit relationship; to
<br />execute and deliver a wire transfer agreement and to request, or to
<br />appoint or delegate from time to time such persons who may request,
<br />wires of funds: to enter into any agreements with the Bank for the
<br />provision by the Bank of various Treasury Management services to this
<br />Association as such Authorized Representative may determine, in his or
<br />her sole discretion, and to sign any and all documents and take all
<br />actions required by Bank relative to such Treasury Management services
<br />or the performance of the Association's obligations thereunder, and
<br />that any such Treasury Management agreement(s) shall remain in full
<br />force and effect until written notice to terminate given in accordance
<br />with the terms of any such agreement shall have been received by the
<br />Bank and that such termination shall not affect any action taken by the
<br />Bank prior to such termination; to rent or lease a safe deposit box
<br />from the Bank, to execute the rental agreement or lease, to enter the
<br />safe deposit box and to terminate the rental agreement or lease; to
<br />take whatever other actions or enter into whatever other agreements
<br />relating to the accounts or investment of funds in such accounts with
<br />the Bank and to execute, amend, supplement and deliver to Bank such
<br />agreements on behalf of the Association upon such terms and conditions
<br />as such Authorized Representative may deem appropriate and to appoint
<br />and delegate, from time to time, such person(s) who may be authorized
<br />to enter into such agreements and take any other actions pursuant to
<br />such agreements in connection with said accounts that the Authorized
<br />Representative deems necessary; and to waive presentment, demand, and
<br />notice of protest or dishonor of any check, note, bill, draft, or other
<br />instrument made, drawn or endorsed by this Association; and
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<br />Further Resolved, that the Bank be and is hereby authorized to honor,
<br />receive, certify, pay or exchange for money orders or other instruments
<br />all instruments signed in accordance with the foregoing resolutions
<br />even though such payment may create an overdraft or even though such
<br />instruments may be drawn or endorsed to the order of any Authorized
<br />Representative signing the same or tendered by such Authorized
<br />Representative or a third party for exchange or cashing, or in payment
<br />of the individual obligation of such Authorized Representative, or for
<br />deposit to such Authorized Representative's personal account and Bank
<br />shall not be required or be under any obligation to inquire as to the
<br />circumstances of the issuance or use of any instrument signed in
<br />accordance with the foregoing resolutions or the application or
<br />disposition of such instrument or the proceeds thereof; and, further,
<br />that the Bank is authorized to honor any instructions regarding
<br />withdrawals, orders for payment or transfer of funds whether oral, by
<br />telephone or electronic means if such withdrawal, orders or transfer
<br />are initiated by an Authorized Representative; and
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