Enabling Resolution
WHEREAS, this Board of Directors has determined to establish, designate and appoint a Charitable Contributions Committee ("CCC") of the Board of Directors of the Corporation;
NOW, THEREFORE, BE IT HEREBY RESOLVED, that, effective January 1, 2005, a committee of the Board of the Corporation, to be known as the "Charitable Contributions Committee" (CCC) be, and hereby is, established and designated with all the powers, duties and responsibilities as set forth in these resolutions, which Committee shall consist of the following five members, to serve at the pleasure of the Board of the Corporation and until their successors shall be duly appointed and qualified:
Rosemary Tomich, Chairperson
Spencer Abraham
Edward P. Djerejian
Irvin W. Maloney
Rodolfo Segovia
and that the Charitable Contributions Committee's existence shall continue until terminated by the Board of this Corporation.
AND FURTHER BE IT RESOLVED, that with regard to such charitable contributions:
- Any contribution in excess of $3,000,000 requires full Board approval;
- Any contribution of more than $100,000 must have the approval of the CCC;
- Any contribution up to $100,000 must have the approval of the Chairman/President/CEO; the Chairman/President/CEO may delegate this authority;
- Contributions must be reported to the CCC on a regular basis under such guidelines as the CCC may approve; and
- The Corporate Secretary shall maintain a record of contributions under such guidelines as the CCC may approve.
AND FURTHER BE IT RESOLVED, that any officer of this Corporation be, and each of them hereby is, authorized and empowered in the name and on behalf of this Corporation, to execute and deliver such certificates, documents, notices or other instruments as such officer may deem necessary or desirable and to take such other actions as such person may deem appropriate in order to carry out the intent and purposes of the foregoing resolution.