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87-100312 <br />RESOLVED, that the proper officers of this corporation <br />be, and the same hereby are, authorized, empowered, <br />and directed to execute and acknowledge and to cause <br />to be done all other acts or things nssary the <br />judgment of said officers, may n eces these <br />advisable to carry out the purposes <br />resolutions. <br />FOURTH: Anything herein or elsewhere to the contrary <br />notwithstanding this merger may be terminated and abandoned by <br />the board of directors of Manufacturers Hanover FS Corporation <br />at any time prior to the date of filing the merger with the <br />Secretary of State. <br />IN WITNESS WHEREOF, said Manufacturers Hanover FS <br />Corporation has caused this certificate to be signed by Stephen <br />P. Killough its Senior Vice President and attested by Daniel W. <br />Morton, its Secretary this 31-^ day of 1986. <br />ATTEST: <br />13 (Y1 <br />Dance W. Morton <br />Secretary <br />Manufacturers Hanover FS <br />Corporation <br />By UY <br />Step ien P. Kz oug <br />Senior Vice President <br />a <br />N <br />K <br />