Investment Account

Richard Laager rlaager at
Wed Sep 7 00:54:20 EDT 2022

The following is the example resolution from the Fidelity application.

I propose that we adopt the following resolution, with the understanding 
that the "individual(s) listed on this application" are Matthew Needham, 
Gary Kramlich, and Richard Laager.

I'll specify an opening time of 2022-09-10T05:00:00Z, which is a few 
minutes on the correct side of the 72 hour requirement. According to our 
voting procedure <>, voting ends 168 hours 
after it opens (2022-09-17T05:00:00Z), or whenever a majority decision 
is reached, whichever comes first.



FIRST: That the individual(s) listed on this application hereby are 
authorized and empowered, for and on behalf of this Business (herein 
called the “Business”), to establish, maintain, and act on this account 
(which may be a margin account), and each of them hereby is authorized 
and empowered for and on behalf of this Business, with Fidelity 
Brokerage Services LLC and its affiliates (collectively “Fidelity”) for 
the purpose of purchasing, investing in, or otherwise acquiring, selling 
(including short sales), possessing, transferring, exchanging, or 
otherwise disposing of, or turning to account of, or realizing upon, and 
generally dealing in and with any and all forms of securities including, 
but not by way of limitation, shares, stocks, bonds, debentures, notes, 
scrip, participation certificates, rights to subscribe, options, 
warrants, certificates of deposit, mortgages, evidences of indebtedness, 
commercial paper, certificates of indebtedness and certificates of 
interest of any and every kind and nature whatsoever, secured or 
unsecured, whether represented by trust, participating and/or other 
certificates, or otherwise. The fullest authority at all times with 
respect to any such commitment or with respect to any transaction deemed 
by any of the said officers and/or agents to be proper in connection 
therewith is hereby conferred, including authority (without limiting the 
generality of the foregoing) to give instructions (whether oral, 
written, electronic, or otherwise) to Fidelity with respect to said 
transactions; to borrow money and securities and to borrow such money 
and securities from or through Fidelity, and to secure repayment thereof 
with the property of the Business; to bind and obligate the Business to 
and for the carrying out of any contract, arrangement, or transaction 
that shall be entered into by any such officer and/or agent for and on 
behalf of the Business with or through Fidelity; to pay by checks and/or 
drafts drawn upon the funds of the Business such sums as may be 
necessary in connection with any of the said accounts; to deliver 
securities and contracts to Fidelity; to deliver securities to and 
deposit funds with Fidelity; to order the transfer or delivery of 
securities to any other person whatsoever, and/or to order the transfer 
of record of any securities, to any name selected by any of the said 
officers or agents; to affix the corporate seal to any documents or 
securities to any name selected by any of the said officers or agents; 
to affix the corporate seal to any documents or agreements, or 
otherwise; to endorse any securities and/or contracts in order to pass 
title thereto; to direct the sale or exercise of any rights with respect 
to any securities; to sign for the Business all releases, powers of 
attorney, and/or other documents in connection with any such account, 
and to agree to any terms or conditions to control any such account; to 
direct Fidelity to surrender any securities to the proper agent or party 
for the purpose of effecting any exchange or conversion, or for the 
purpose of deposit with any protective or similar committee, or 
otherwise; to accept delivery of any securities; to appoint any other 
person or persons to do any and all things that any of the said officers 
and/or agents are hereby empowered to do, and generally to do and take 
all action necessary in connection with the account, or considered 
desirable by such officer and/or agent with respect thereto.

SECOND: That Fidelity may deal with any and all of the persons directly 
or indirectly empowered by the foregoing resolution, as though they were 
dealing with the Business directly.

THIRD: That the officers of the Business be and hereby are authorized, 
empowered, and if requested by Fidelity, directed to certify: (a) a true 
copy of these resolutions; (b) specimen signatures of each and every 
person by these resolutions empowered; (c) a certificate (which, if 
required by Fidelity, shall be supported by an opinion of the general 
counsel of the Business, or other counsel satisfactory to Fidelity) that 
the Business is duly organized and existing, that its operating 
documents empower it to transact the business by these resolutions 
defined, and that no limitation has been imposed upon such powers.

FOURTH: That Fidelity may rely upon any certification given in 
accordance with these resolutions, as continuing fully effective unless 
and until Fidelity shall receive due written notice of a change in or 
the rescission of the authority so evidenced and the dispatch or receipt 
of any other form of notice shall not constitute a waiver of this 
provision, nor shall the fact that any person hereby empowered ceases to 
be an officer of the Business or becomes an officer under some other 
title in any way affect the powers hereby conferred. The failure to 
supply any specimen signature shall not invalidate any transaction if 
the transaction is in accordance with authority actually granted.

FIFTH: That in the event of any change in the office or powers of 
persons hereby empowered, the officers of the Business shall certify 
such changes to Fidelity in writing in the manner herein above provided, 
which notification, when received, shall be adequate both to terminate 
the powers of the persons theretofore authorized, and to empower the 
persons thereby substituted.

SIXTH: That the foregoing resolutions and the certificates actually 
furnished to Fidelity by the Business pursuant thereto be and hereby are 
made irrevocable until written notice of the revocation thereof shall 
have been received by Fidelity.

SEVENTH: That the Business and its officers indemnify and hold Fidelity 
harmless from any claim, loss, expense, or other liability for effecting 
any transactions and acting upon any instructions given by the officers 
of the Business.



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