DAVIS FOOD COOPERATIVE, INC.
BOARD OF DIRECTORS
EMERGENCY MEETING MINUTES
March 10, 2008
Call to Order
Pursuant to Article 8, Section 6 (A), directors Julie Cross, April Kamen and Lucas Frerichs called an emergency meeting of the Board of Directors of the Davis Food Co-operative. The meeting was called for Monday, March 10, at 6:36 pm in the Conference Room of the Davis Food Co-operative by Darius Pazirandeh, President.
Roll Call:
Directors Present: Julie Cross, Lucas Frerichs (arrived 6:37), April Kamen, Danyal Kasapligil, Darius Pazirandeh, Doreen Pichotti (arrived 6:38), Steve Reynolds
Directors Absent: Janie Booth, Joy Rowe, Jack Young
Staff Present: Eric Stromberg
Guests Present: none
Roles:
Facilitator: Darius
Notetaker: Julie
The Secretary determined that notice of the meeting was duly provided as required by Bylaw Art. VIII §6(a), and that a quorum of Directors was present under Art. VIII §6(B).
New Business
Presented: By Eric, a banking resolution “Authorization To Obtain Credit, Grant Security, Guarantee Or Subordinate Recitals” requested as part of obtaining the Union Bank renovation and equipment loans authorized by the Board of Directors at the September 10, 2007 regular meeting, which is attached to and made part of these minutes.
Motion: Julie moved that the Banking Resolution be adopted
April seconded
motion carried unanimously
There being no further business to come before the meeting, it was adjourned at 6:50 p.m. by a motion made by Darius, seconded by Steve, and passed unanimously.
/s/ Julie Cross, Secretary
__________________________________ ___April 7, 2008___________________
Secretary, Davis Food Cooperative, Inc. Date Approved
AUTHORIZATION TO OBTAIN CREDIT, GRANT
SECURITY, GUARANTEE OR SUBORDINATE
RECITALS
A. Davis Food Cooperative, Inc., a corporation duly organized and existing under the laws of California with its principal place of business at 620 G Street, Davis, CA 95616 (the "Business") desires to obtain present or future credit from, grant security to, or give guaranties or subordinations to UNION BANK OF CALIFORNIA, N.A. ("Bank").
B. The Business desires that certain person(s) be authorized to act on its behalf from time to time in obtaining, among other things, such credit from, granting security to, or giving guaranties or subordinations to, Bank.
NOW, THEREFORE, IT IS RESOLVED THAT:
1. Authorization. Any one ( 1 ) of the following is/are authorized and directed, in the name and on behalf of the Business, from time to time, with or without security, to obtain credit and other financial accommodations from Bank, or to give guaranties or subordinations to Bank, upon such terms as any such person(s) shall approve:
Title(s): Name(s): Signature(s):
General Manager Eric Stromberg
2. Scope Of Authority. Without limiting the generality of the authority granted, each person designated in paragraph 1 above is authorized, from time to time, in the name and on behalf of the Business, to:
2.1 Incur Indebtedness to Bank. The word "Indebtedness" as used herein means all debts, obligations and liabilities, including without limitation obligations and liabilities under guaranties or subordinations, currently existing or now or hereafter made, incurred or created, whether voluntary or involuntary and however arising or evidenced, whether direct or acquired by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether liability is individual or joint with others, all renewals, extensions and modifications thereof, and all attorneys' fees and costs incurred in connection with the negotiation, preparation, workout, collection and enforcement thereof;
2.2 Execute, deliver and endorse with respect to Indebtedness to Bank, promissory notes, loan agreements, drafts, guaranties, subordinations, applications and agreements for letters of credit, acceptance agreements, foreign exchange documentation, applications and agreements pertaining to the payment and collection of documents, indemnities, waivers, purchase agreements and other financial undertakings, leases and other documents and agreements in connection therewith, and all renewals, extensions or modifications thereof;
2.3 Grant security interests in, pledge, assign, transfer, endorse, mortgage or hypothecate, and execute security or pledge agreements, financing statements and other security interest perfection documentation, mortgages and deeds of trust on, and give trust receipts for, any or all property of the Business as may be agreed upon by any officer as security for any or all Indebtedness of the Business or any other individual or entity ("Person"), and grant and execute renewals, extensions or modifications thereof;
2.4 Sell to, or discount or rediscount with, Bank all negotiable instruments, including without limitation promissory notes, commercial paper, drafts, accounts, acceptances, leases, chattel paper, contracts, documents, instruments or evidences of debt at any time owned, held or drawn by the Business, and draw, endorse or transfer any of such instruments or documents on behalf of the Business, guarantee payment or repurchase thereof, and execute and deliver to Bank all documents and agreements in connection therewith, and all renewals, extensions or modifications thereof;
2.5 Direct the disposition of the proceeds of any credit extended by Bank, and deliver to Bank and accept from Bank delivery of any property of the Business at any time held by Bank.
2.6 Specify in writing to Bank the individuals who are authorized, in the name of and on behalf of the Business, to request advances under loans or credit lines made available by Bank to the Business, subject to the terms thereof.
3. Writings. Any instruments, documents, agreements or other writings executed under or pursuant to these resolutions (collectively, the "Authorization") may be in such form and contain such terms and conditions as may be required by Bank in its sole discretion, and execution thereof by any officer authorized under the Authorization shall be conclusive evidence of such officer's and the Business's approval of the terms and conditions thereof.
4. Certification. The Secretary or any Assistant Secretary of the Business is hereby authorized and directed from time to time to certify to Bank a copy of this Authorization, the names and specimen signatures of the persons designated in paragraph 1 above, and any modification thereof.
5. Ratification/Amendment. The authority given under this Authorization shall be retroactive and any and all acts so authorized that are performed prior to the formal adoption are hereby approved and ratified. In the event two or more resolutions of this Business are concurrently in effect, the provisions of each shall be cumulative, unless the latest shall specifically provide otherwise. The authority given hereby shall remain in full force and effect, and Bank is authorized and requested to rely and act thereon, until Bank shall have received at its P.O. Box 30115, Los
Angeles, CA 90030-0115 Office a certified copy of a further resolution of the Business amending, rescinding or revoking the Authorization.
6. Requests For Credit. Credit may be requested by the Business from Bank in writing, by telephone, or by other telecommunication method
acceptable to Bank. The Business recognizes and agrees that Bank cannot effectively determine whether a specific request purportedly made by or on behalf of the Business is actually authorized or authentic. As it is in the Business's best interest that Bank extend credit in response to these forms of request, the Business assumes all risks regarding the validity, authenticity and due authorization of any request purporting to be made by or on behalf of the Business. The Business is hereby authorized and directed to repay any credit that is extended by Bank pursuant to any request which Bank in good faith believes to be authorized, or when the proceeds of any credit are deposited to the account of the Business with Bank, regardless of whether any individual or entity other than the Business may have authority to draw against such account.
7. Business As Partner/Joint Venturer, LLC Member or Manager. Nothing in its organizational documents limits or prohibits the Business from acting as a general or limited partner of a partnership, a member or manager of a limited liability company, or joint venturer of a joint venture. Any person designated in paragraph 1 of the Authorization is authorized, on behalf of the Business, in its role as a general or limited partner, a member or manager, or a joint venturer, to execute, deliver and endorse all certificates, authorizations and agreements (i) to evidence the Business's
role in and responsibilities to and for such partnership, limited liability company or joint venture so that Bank may rely thereon, and (ii) to evidence such partnership's, limited liability company's or joint venture's obligations and liabilities to Bank.
8. No Limitation By This Authorization. Nothing contained in this Authorization shall limit or modify the authority of any person to act on behalf of the Business as provided by law, any agreement or authorization relating to the Business or otherwise.
9. Indemnification. The Business unconditionally agrees to pay and protect, defend and indemnify Bank and Bank's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives against, and hold Bank and each such other party harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including without limitation attorneys' fees and costs) and other amounts incurred by Bank and each such other party, arising from the reliance by any such party on this Authorization.