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2. Corporate Resolution - Multi Bank/Refco Securities LLCCity of Kalispell Post Office Box 1997 -- Kalispell, Montana 59903-1997 - Telephone (406.) 75S-7700 Fax (40E)758-7758 REPORT TO: Mayor Kennedy and City Council Members FROM: Amy Robertson, Finance Director James H. Patrick, City Manager SUBJECT: Multi -Bank Securities, Inc. investments held on behalf of the City will now be Processed by Refco Securities, LLC -- motion will allow staff to sip new paper work under the name of Refco replacing Bear Stearns as the clearing house for Multi Bank Securities, Inc. MEETING DATE: December 20, 2004 BACKGROUND: The City currently has investments with Multi -Bank Securities, Inc. and Bear, Stearns Securities Corporation. Multi -Bank Securities has replaced Bear, Stearns Securities with Refco Securities, LLC. These companies act as clearing, houses for Multi Bank Securities, Inc. This is a housekeeping request to authorize our signatures on the paper work required by Refco and MBS. The same signatures will appear on the authorization as currently appear on Multi Bank Securities, Glacier Bank and STIP authorizations City Manager, Finance Director and City Treasurer. RECOMMENDATION: Authorize the signatures on account with Refco Securities, LLC. FISCAL EFFECTS: No new fiscal effects - we currentlyhave $3 million in investments in Federal Home Loan Bank step up securities through MBS. ALTERNATIVES: As suggested by Council. Amy H. Robertson James H. Patrick Finance Director City Manager Report compiled: December 13, 2004 Attachment: Refco Corporate Resolutions REFCO® REFCO SLCURITILS, LLC CORPORATE RESOLUTIONS 1, Secretary of a corporation organized under the laws of (the "Corporation"), DO HEREBY CERTIFY that a meeting of the Board of Directors of the Corporation, held in accordance with its governing instruments on the day of 20 , at which a quorum was at all times present and acting, the following resolutions were duly adopted and that said resolutions have not been amended, rescinded or revoked and do not conflict with any of the provisions of the governing instruments of the Corporation. (1) RESOLVED; That the below designated persons and each of them, or such other person as the Corporation may designate from time to time either in writing or by his apparent authority be and hereby are authorized to trade in any and all financial instruments, including, without limitation, securities, commodities, and foreign currencies, for the account and risk of this Corporation through and with the firm of Refco Securities, LLC ("Refco") and its successors the authority hereby granted including the power to do any and all of the following: (a) to buy, sell and agree to buy and sell financial instruments, on margin or otherwise, the power to sell including the power to sell "short", and to give and to receive from Refco oral or written instructions, confirmations, notices or demands with respect to any Account or transaction; M to deposit with and withdraw from the account or accounts maintained at Refco money, futures contracts, securities, and any other property; W to receive requests and demands for additional margin, notices of intention to sell or purchase and other notices and demands of whatever character; (d) to receive and acquiesce in the correctness of such notices, statements of account and other records and documents; (e) to have complete authority at all times to bind the Corporation to enter into and perform any transaction or agreement, amendment or modification thereof, relating to any Account or transaction involving the Corporation; (0 to lend or to borrow money or securities and to secure the repayment thereof with the property of the Corporation; (g) to pay in cash or by check or draft drawn upon the funds of the Corporation any sums required to be paid in connection with any Account or transaction; (h) to order the transfer or delivery of any securities, funds or other property to such officer or agent or to any other person; (i) to order the transfer of record of any securities, funds or other property to any name and to accept delivery of any securities, funds or other property; (j) to direct the sale or exercise of any rights with respect to any securities or other property; (k) to sign for and on behalf of the Corporation all agreements, confirmations, releases, assignments, powers of attorney or other documents in connection with any Account: or transaction; (1) to agree to any terms or conditions affecting any Account or transaction; (m) to endorse any securities or other property in order to pass title thereto (or to any interest therein), (n) to direct Refco to surrender any securities or other property for the purpose of effecting any exchange or conversion thereof or otherwise; (a) to appoint any other person or persons to do any and all things which such officer or agent is hereby empowered to do; and CITY OF KALISPELL MT I4017909 PAGE 1/2 UN. 800.967.9045 REFCO0 REFCO SECUKI IES, LLC (p) generally to take all such action as such officer or agent may deem necessary or desirable to implement or facilitate the trading activities authorized in the Resolutions, here under; and it was further (2) RESOLVED: That notices, statements, and demands upon the Corporation by or from Refco in connection with the Corporation's account or accounts may be delivered verbally or in writing to any of the below designated persons as though dealing with the Corporation; and it was further (3) RESOLVED: That the execution and delivery of a Refco's Client's Agreement / Margin Agreement For Introduced Accounts is hereby authorized and that the officers of the Corporation are hereby directed to execute such Agreements by and on behalf of the Corporation and to deliver the same to Refco; and it was further (4) RESOLVED: That Refco is authorized to act upon the authority of these resolutions until receipt by it of a certificate showing rescission or modification thereof signed by the Secretary of this Corporation and under its seal, and that Refco is also authorized to recognize and deal with the officers of this Corporation whose names are set forth in this certificate, until receipt by Refco of a further certificate, setting forth the name(s) of another person or other persons as such officers; and it was further (5) RESOLVED: That it is the intention of the Corporation to give the persons empowered to trade in financial instruments the broadest possible power with respect to the account or accounts of the Corporation, and the Corporation agrees to hold Refco harmless against any and all claims that may arise by reason of following any instruction, order or direction given by any of the empowered persons. I further certify that the Corporation is duly organized and existing, and pursuant to its governing instruments, has the power to effect transactions in financial instruments and to take all actions as recited in this resolution. Furthermore, Refco may rely upon this certification in establishing and maintaining accounts for the Corporation. AUTHOPUZ ) OFFICER/AGENTS RESOLVED, that each of the officers or agents of the Corporation listed below is hereby individually authorized for and on behalf of the Corporation C T L y 0 f K a l .i s p e l l Name of Officer/Agent Title /Firm Name Specimen Signature —J..a m..a......... ......... . Patrick C44_y...... _Manager. Amy—iLL----Ra-he..r._t..s_cz--a_ E'-e__-_I1lr—e_s-t_c,_r.............. ___C a r_o._l Kos t=rn.am............ Cj._L._y.....T r P a ..u.x,�........... .... IN WITNESSTHEREOF I have hereunto subscribed my name and affixed the sea[, if any, of the Corporation, this day of 20 SECRETARY (CO ,PORATE :SEAL.) CORPORATE. RESOLUTION ]'AGE 2/2 800.967.9045