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RESOLVED, that the following be, and hereby is elected as an otfcer of the <br />Corporation: <br />Name <br />George E. Vajda <br />J..41an Link <br />Greg A. Walker <br />and be it further, <br />Title <br />President <br />Vice President and "treasurer <br />Senior Vice President General <br />Counsel and Secretary <br />RESOLVED, that thereafter, all the officers of the Corporation shall be as <br />follows and shall serve until their successors are duly elected and qualified or <br />until their earlier death, resignation or removal: <br />Name <br />George E. Vajda <br />Nicholas P. ivtoros <br />Greg A. Walker <br />Patrick J. Panzarino <br />J. Alan Link <br />Frank J. Wood <br />Susan E. Chetlin <br />and be it further, <br />Title <br />President <br />Senior Vice President, Sales and <br />Marketing <br />Senior Vice President, General <br />Counsel and Secretazy <br />Vice President, Sales and Marketing <br />Vice President <md Treaswer <br />Vice President artd Controller <br />Assistant Secretary <br />RESOLVED, that the Corporation hereby adopts the existing or new Delegations <br />of Authority and Policies and Procedwes in the form attached hereto as Exhibit A. <br />\465?6\015\C ECBRD. RES <br />