Loading...
HomeMy WebLinkAboutTAMU Standard Operating ResolutionsTEXAS A&M FOUNDATION TRUST COMPANY STANDARD OPERATING RESOLUTIONS AND CORPORATE DELEGATION OF AUTHORITY 2010-2011 BE IT REMEMBERED, that the Board of Directors of the TEXAS A&M FOUNDATION TRUST COMPANY ("Trust Company"), acting at its quarterly meeting of May 6, 2010, which meeting was called and notice given in accordance with the Bylaws of the Trust Company, by unanimous voice vote of members in attendance duly adopted the following resolutions: RESOLVED, that the President, Vice President and Assistant Secretary, or Vice President and Treasurer is hereby authorized and empowered on behalf of the Trust Company to: I. Execute contracts for the sale of real property subject to the approval of the Trust Operating Committee or the Board of Directors of the Trust Company as required by these resolutions; and to make and execute deeds, leases, assignments, and conveyances of any real property interest, and deliver any and all written instruments necessary or proper to effectuate the authority hereby conferred; 2. Exercise any voting rights, options or other rights pertaining to any and all shares of stock or any other securities held in the name of the Trust Company; 3. Employ agents to assist in the sale of assets of the Trust Company; 4. Transfer property of every description and kind directly to any designated beneficiary pursuant to a will or trust instrument. 5. Establish and maintain such financial accounts with one or more financial institutions as are necessary for the efficient conduct of the affairs of the Trust Company; 6. Do any and all acts and things, execute any instruments and documents, and incur any expenses which may be or become necessary, desirable or proper to cant' out the purposes of the Trust Company as contained in Article I of the Bylaws to include acting as Trustee, Executor, Administrator or Guardian when designated by any person, corporation, entity or court when it is in the best interest of the Trust Company to do so; 7. Employ legal counsel and other agents to assist such counsel in taking action necessary and appropriate for the protection of assets held by the Trust Company. RESOLVED, that the President, Vice President and Treasurer or Manager of Trust Operations is hereby authorized and empowered on behalf of the Trust Company to transfer, endorse, purchase, sell, assign, endure, exchange, distribute, and deliver any and all shares of stock, bonds, notes, debentures, or other obligations or securities now or hereafter held in the name of or owned by the Trust Company. RESOLVED, that transactions involving real property accepted in trust or in estate administration at a market value of $250,000 or less require the approval of the Trust Operating Committee; transactions involving real property accepted in trust or in estate administration at a market value of greater than $250,000 must be submitted to the Board of Directors for approval. RESOLVED, that the aforesaid officers of the Trust Company are hereby authorized and empowered for such period to engage the Trust Company in the above activities as a part of the normal course of affairs of the Trust Company. RESOLVED, that the President, Vice President and Assistant Secretary, Vice President and Treasurer or Secretary of the Texas A&M Foundation Trust Company is authorized and empowered to sign all checks and other instruments drawn on or payable out of the funds of the Trust Company, and all such checks or instruments over $1,000 shall be co -signed by any one of such officers. RESOLVED, that all wire transfers of funds of the Trust Company may be initiated only by two of the following officers: the President, the Vice President and Assistant Secretary, the Vice President and Treasurer, and the Secretary. RESOLVED, that the President shall appoint a Trust Operating Committee from the officers and directors of the Trust Company and shall designate a Chairman and Vice Chairman. The Committee shall be charged with the supervision and the discharge of the fiduciary obligations of the Trust Company and shall report to the Board, through the President, quarterly or more often as required. Furthermore, the Trust Operating Committee shall: Direct the investment of trust assets or changes therein, including the sale or lease of tangible personal property, land leases and oil, gas and mineral leases; 2. Approve the acceptance of all fiduciary accounts and enter in its recorded minutes the acceptance thereof as well as the relinquishment or closing of all fiduciary accounts; Upon the acceptance of an account for which the Trust Company has investment responsibility, promptly review the assets of such account and, at least once during every calendar year thereafter, and within fifteen (15) months of the last review, review all the assets held in each fiduciary account for which the Trust Company has investment responsibilities with consideration of retaining or disposing of such assets; 4. Determine in a trust account what is income and what is principal to the extent permitted in the trust indenture or under applicable state law, whichever controls; 5. Direct discretionary distributions of income or corpus; 6. Implement the policies of the Board of Directors as these policies are applicable to the Trust Company; 7. Establish a holiday schedule annually that shall follow the schedule of the parent company, the Texas A&M Foundation; 8. Appoint from its own membership such subcommittees as it shall deem appropriate, the subcommittee in each such instance being required to report to the Trust Operating Committee; 9. Approve any exception to the fee schedule; 10. Transact such other Trust Company business as from time to time may be brought before it. RESOLVED, that the Vice President and Treasurer or Secretary is hereby authorized and empowered on behalf of the Trust Company to execute the Application for Probate of a Will, the Notice to Creditors, the Oath of Executor and any other document necessary for the proper administration of any estate accepted for administration by the Trust Operating Committee. RESOLVED, that the officers of the Trust Company are hereby authorized and directed for and in the name and on behalf of the Trust Company to do any and all acts and things, execute any instruments and documents, and incur any expenses which may be or become necessary, desirable or proper to carry out, put into effect and make operative any authority granted in the foregoing resolutions or appropriately delegated. CERTIFICATE I, the undersigned, Secretary of the Texas A&M Foundation Trust Company, a Texas corporation, do hereby certify that the foregoing resolutions were duly adopted on the 6th day of May 2010 by the Board of Directors of the corporation then in office. Dated: 2010 Liska F. Lusk Secretary