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EXHIBIT 24.1
SECRETARY'S CERTIFICATE
UNITED SECURITY BANCORPORATION
I certify that I am the Secretary of United Security Bancorporation
("USBN"), located in Spokane, Washington, and that I have been duly elected and
am presently serving in that capacity in accordance with the Bylaws of USBN.
I further certify that:
Attached as Exhibits A and B are full, true and correct copies of
resolutions passed and adopted by a majority of the Board of Directors of USBN
at meetings of the Board duly held and convened on November 10, 1998 and
December 11, 1998, respectively.
The attached resolutions are in full force and effect and have not been
revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have affixed my signature as of this 11th day of
December, 1998.
/s/ Jacqueline Bernard
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Jacqueline Barnard, Secretary
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RESOLUTIONS OF
THE BOARD OF DIRECTORS OF
UNITED SECURITY BANCORPORATION
(For Meeting of November 10, 1998)
RECITALS
1. The Board of Directors ("Board") and Senior Management of United Security
Bancorporation ("Management" and "USBN" respectively) have considered at some
length the proposed merger ("Merger") of Bancwest Financial Corporation
("Bancwest") with and into USBN.
2. The Board previously authorized Management to prepare and negotiate (with the
advice of its financial and legal advisors) a definitive agreement with
Bancwest, consistent with the Term Sheet developed between the parties, for
presentation to the Board of USBN for its formal consideration.
3. Each director has received, in advance of the meeting, a detailed package of
information concerning the proposed transaction, including a draft (dated
November 5, 1998) of the proposed merger agreement and lock-up option
agreement, as well as related summary memos prepared by legal counsel, and
other documents and memoranda relating to the Merger.
4. The Board has considered and discussed the proposal for the Merger as set
forth in the draft presented at this meeting and has determined that it is in
the best interests of USBN to proceed with the proposed transaction.
RESOLUTIONS
[AGREEMENT AND PLAN OF MERGER]
1. The Agreement and Plan of Merger ("Plan"), substantially in the form
presented to and discussed at this meeting, and the transactions it
contemplates whereby Bancwest will be merged into USBN and Bancwest's wholly
owned subsidiary, Bank of the West, will become a wholly-owned subsidiary of
USBN, are approved.
2. The Proper Officers, or any one of them, are authorized to execute and
deliver the Plan substantially in the form presented to and discussed at this
meeting, with such non-material amendments, deletions or additions as are
acceptable to the Proper Officers with the advice of legal counsel.
[STOCK OPTION AGREEMENT]
1. The Stock Option Agreement ("Option Agreement"), substantially in the form
presented to and discussed at this meeting, and the transactions it
contemplates, are approved.
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2. The Proper Officers, or any one of them, are authorized to execute and
deliver the Option Agreement substantially in the form presented to and
discussed at this meeting, with such non-material amendments, deletions or
additions as are acceptable to the Proper Officers with the advice of legal
counsel.
[DIRECTOR NONCOMPETITION AGREEMENT]
1. The form of Director NonCompetition Agreement between the directors of
Bancwest and USBN is approved.
2. The Proper Officers, or any one of them, are authorized and directed to
execute such Agreement substantially in the form presented to and discussed
at this meeting, with such non-material amendments, deletions or additions
as are acceptable to the Proper Officers after review by legal counsel.
[EMPLOYMENT AGREEMENT OF WES COLLEY]
1. The form of Employment Agreement between Bank of the West and Wes Colley is
approved.
2. The Proper Officers, or any one of them, are authorized and directed to
execute such Agreement substantially in the form presented to and discussed
at this meeting, with such non-material amendments, deletions or additions
as are acceptable to the Proper Officers after review by legal counsel.
[PREPARATION OF APPLICATIONS AND REGISTRATIONS]
1. The Proper Officers are authorized and directed to prepare and file, with
the assistance of legal counsel and independent accountants, all necessary
applications, notices, waivers, agreements and other related documents, as
appropriate, with the Washington Department of Financial Institutions, the
Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, and such other regulatory agencies as such officers,
on the advice of counsel, deem necessary or appropriate to comply with
applicable statutes, rules and regulations.
2. The Proper Officers are authorized and directed to prepare and file, with
the assistance of legal counsel and independent accountants, with the
Securities and Exchange Commission ("SEC"), a Registration Statement on
Form S-4 (the "Registration Statement"), and all exhibits, amendments,
supplements, and other related documents, as necessary to cause the
Registration Statement to become effective.
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[POWER OR ATTORNEY]
Each of the officers of USBN who may be required to sign and execute
the Registration Statement or any amendment thereto or related documents, is
authorized to execute a Power of Attorney, appointing the Proper Officers or
any of them individually, to act as his/her true and lawful attorney or
attorneys, to sign in his/her name, place and stead, in any such capacity, the
Registration Statement and all amendments and other related documents, and to
file the same with the SEC.
[ADDITIONAL LISTING APPLICATION]
The Proper Officers of USBN, with the assistance of counsel, are
authorized to execute and file with the Nasdaq National Market, Inc. ("Nasdaq")
a Notification Form for Listing of Additional Shares ("Notification") and such
other documents, and any necessary amendments thereto, and to take any and all
such actions as they deem necessary or appropriate to effect the additional
listing of the shares with Nasdaq in connection with the issuance of shares in
the Merger, including the payment of such filing fees as may be deemed payable
for the filing of the Notification.
[MISCELLANEOUS]
1. For purposes of these Resolutions, the proper officers of USBN are:
William C. Dashiell -- Chairman of the Board, Richard C. Emery --
President and Chief Executive Officer, and Chad Galloway -- Vice President
and Chief Financial Officer, requiring any two of them acting together, to
have the power to act on behalf of USBN.
2. The Proper Officers, or nay of them acting alone, are authorized and
directed to take such other actions as may be necessary, advisable,
convenient, or proper to carry out the intent of these Resolutions, to
fully perform the provisions of the Plan (including the execution of any
necessary or appropriate consents), and to comply with all applicable
laws, rules and regulations.
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PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS OF
UNITED SECURITY BANCORPORATION
(For Meeting of December 11, 1998)
1. The Board of Directors ("Board") of United Security Bancorporation
("USBN"), has previously approved a definitive Merger Agreement providing for
the acquisition ("Acquisition") of Bancwest Financial Corporation ("BFC"), a
bank holding company headquartered in Walla Walla, Washington.
2. At that meeting, the Board authorized the proper officers of USBN,
with the assistance of legal counsel and independent accountants, to prepare
and file with the Securities and Exchange Commission ("SEC"), a Registration
Statement on Form S-4 ("Registration Statement"), and all related exhibits,
amendments, supplements, and other documents, as may be necessary to cause the
Registration Statement to become effective.
3. Each Director has received prior to this meeting and reviewed a draft
copy of the Registration Statement dated December 8, 1998, and desires to take
the necessary actions to facilitate filing the Registration Statement with the
SEC, and to set the special meeting date whereby the shareholders of USBN will
vote to approve the Acquisition.
RESOLUTIONS
[APPROVAL OF REGISTRATION STATEMENT]
A. The Board hereby approves the Registration Statement, substantially in
the form presented to and discussed at this meeting, with such
amendments, deletions or additions as are acceptable to the proper
officers after review by legal counsel, and authorizes the filing of
the Registration Statement with the SEC, and to file any required
amendments thereto.
[RESERVATION OF SHARES]
B. The Board hereby approves the reservation of up to 1,900,000 shares of
the no par value common stock of USBN, to be issued to shareholders of
BFC, in exchange for shares of BFC, under the terms and pursuant to
the exchange ratio set forth in the Agreement.
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[SPECIAL MEETING OF SHAREHOLDERS]
C. The Special Meeting of the Shareholders of USBN will be held at The
Quality Inn Oakwood, North 7919 Division, Spokane, Washington, on
Wednesday, January 27, 1999, at 7:00 p.m. local time, for the purpose
of (i) approving the Agreement and Plan of Merger dated as of November
10, 1998, between USBN, BFC and Bank of the West; and (ii) such other
matters as may properly come before the meeting.
D. The record date for establishing those shareholders of record entitled
to vote at the Special Meeting of Shareholders shall be December 21,
1998. The proper officers of USBN, after consultation with the
Executive Committee, are authorized to change the meeting and record
date to accommodate any delays caused by SEC review of the
Registration Statement.
[MISCELLANEOUS]
E. For purposes of these Resolutions, the proper officers of USBN are:
William C. Dashiell--Chairman of the Board, Richard C.
Emery--President and Chief Executive Officer, and Chad Galloway--Vice
President and Chief Financial Officer, requiring any two of them
acting together, to have the power to act on behalf of USBN.
F. The proper officers of USBN are authorized and directed to take any
other steps as may be necessary, advisable, convenient, or proper to
carry out the intent of these Resolutions, to fully perform the
provisions of the Agreement (including the execution of any necessary
or appropriate consents), and to comply with all applicable laws,
rules and regulations.
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