Sole Proprietorship Resolution of Authority

Legal

As used in this agreement, “I” means the owner of the sole proprietorship designated on page one.  The term “resolution” means this agreement or any other agreement granting authority to others to act on behalf of the Proprietorship. I warrant that I am the sole owner of the business whose trade name is designated on this resolution. If any other parties acquire an ownership interest in the business  (for example if I were to include a partner  in ownership  or if I were to incorporate), or if the ownership is changed in any way and I do not notify  the Financial  Institution  of that fact, I will remain fully liable personally in accordance with the terms of this resolution and any other agreements that I have signed. In consideration of the Financial Institution’s acceptance of this account under the designated trade name, and/or for the purpose of cashing or negotiating checks, drafts or other negotiable instruments payable to the designated trade name, that I endorse  in my name as owner,  that are endorsed  in the designated  trade name,  or by those authorized on page one as Agents, I agree that:The Proprietorship named on this resolution resolves that,<ul><li>The Financial Institution is designated as a depository for the funds of the Proprietorship and to provide other financial accommodations indicated in this resolution.</li><li>This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the Financial Institution. Any and all prior agreements or resolutions adopted by the Proprietorship and certified to the Financial Institution as governing the operation of this proprietorship’s account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution or agreement must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes.</li><li>The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Proprietorship. Any Agent, so long as they act in a representative capacity as an Agent of the Proprietorship, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing.</li><li>All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Proprietorship with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed.</li><li>I agree to the terms and conditions of any account agreement, properly opened by any Agent of the Proprietorship. I authorize the Financial Institution, at any time, to charge the Proprietorship for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose.</li><li>I acknowledge and agree that the Financial Institution may furnish at its discretion automated access devices to Agents of the Proprietorship to facilitate those powers authorized by this resolution or other writings in effect at the time of issuance. The term “automated access device” includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards.</li><li>I acknowledge and agree that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term “alternative signature and verification codes” includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Proprietorship with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. I authorize each Agent to have custody of the Proprietorship’s private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key.  The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing.</li></ul>Pennsylvania.The designation of an Agent does not create a power of attorney; therefore, Agents are not subject  to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code).

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