2004-10-04.jrk.1: Begin Banking with FirstIB

October 4th, 2004

This resolution was adopted by the Board of Directors of SPI at their meeting of October 5, 2004, on the understanding that the Treasurer will seek to keep the balance of this account below US$5000 in order to mitigate any loss liability risk.

WHEREAS SPI has found its current banking relationship with American Express Centurion Bank to be unsatisfactory;

WHEREAS the Treasurer of SPI has investigated multiple alternative banking options and concluded that SPI should move its checking accounts to the First Internet Bank of Indiana (henceforth "FirstIB");

WHEREAS the Treasurer has authority under SPI bylaws to proceed without further approval, but is required under FirstIB's application procedures to obtain a formal resolution of the Board:

SPI's Board of Directors HEREBY RESOLVES THAT

  1. The Treasurer, Deputy Treasurer, Secretary, and President are directed to work together as necessary to complete and submit to FirstIB all application forms necessary to open a business banking account relationship with FirstIB, as directed on the FirstIB website, including the main business account application form and the Corporate Resolution form;
  2. The Board of Directors hereby resolves those specific resolutions that are listed in the "RESOLUTIONS" section of the FirstIB Corporate Resolution form as of October 4, 2004, which are required to open a business account with FirstIB, which are incorporated herein by reference, and which will be appended to the published text of this resolution once it has been approved by the Board;
  3. The initial authorized signers for the account shall be the Treasurer, Deputy Treasurer, and President;
  4. The Corporate Resolution form shall be filled out such that power #1 (all listed powers) is granted to the Treasurer, requiring one signature, and such that power #3 (check-signing and other withdrawals) is granted to the Deputy Treasurer and to the President, again requiring one signature; and
  5. The Treasurer may authorize without further Board approval the purchase and provision to FirstIB of such government certificates as may be required by FirstIB to complete the application process, including but not limited to a certified copy of our articles of incorporation and/or a certificate of good standing, although no such requirement is anticipated as of the passing of this resolution.

Appendix 1 - FirstIB 'RESOLUTIONS' text

The Corporation named on this resolution resolves that,

(1) The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this resolution.

(2) 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 resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution as governing the operation of this corporations 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 must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes.

(3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as they act in a representative capacity as agents of the Corporation, 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.

(4) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed.

(5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporation authorizes the Financial Institution, at any time, to charge the Corporation 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.

(6) The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions 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.

(7) The Corporation acknowledges and agrees 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 Corporation 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 on file. The Corporation authorizes each Agent to have custody of the Corporation'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.