EX-99.A(1)
UNANIMOUS CONSENT OF BOARD OF DIRECTORS
OF
TIAA-CREF LIFE INSURANCE COMPANY
FOR
ACTION WITHOUT MEETING
The undersigned, being all of the members of the Board of Directors of
TIAA-CREF Life Insurance Company, do hereby consent, pursuant to Article Two
Section 6 of the Bylaws, Section 108 of the Insurance Law and Section 708 of the
Business Corporation Law of the State of New York, to the adoption of the
following resolution, without a meeting by unanimous written consent:
ESTABLISHMENT AND OPERATION OF SEPARATE ACCOUNT
RESOLVED, that TIAA-CREF Life Insurance Company ("TIAA-CREF Life") hereby
establishes a separate account pursuant to New York Insurance Law Section 4240,
and to the extent applicable, New York Insurance Regulation No. 47, to be
designated "Separate Account VLI-1" or such other designation as the appropriate
officers of TIAA-CREF Life shall hereafter determine (the "Separate Account"),
for the following use and purposes, and subject to such conditions as
hereinafter set forth; and
RESOLVED, that the Separate Account is established for the purpose of
providing for the issuance by TIAA-CREF Life of certain variable life insurance
contracts ("Contracts"), and shall constitute a funding medium for such
Contracts issued by TIAA-CREF Life; and
RESOLVED, that pursuant to Section 4240 of the New York Insurance Law, the
assets of the Separate Account shall be legally segregated from the assets of
the general account of TIAA-CREF Life and that portion of the assets of the
Separate Account not exceeding the reserves and other contract liabilities
relating to the Separate Account shall not be chargeable with liabilities
arising out of any other business of TIAA-CREF Life; and
RESOLVED, that the assets of the Separate Account shall be derived solely
from (a) sale of variable life insurance products, (b) funds corresponding to
income and capital gain accumulation with respect to investment of such assets,
and (c) any advances made by TIAA-CREF Life in connection with the operation of
the Separate Account; and
RESOLVED, that the income, gains, and losses (whether or not realized) from
assets allocated to the Separate Account shall, in accordance with any variable
life insurance contracts issued by TIAA-CREF Life providing for allocations to
the Separate Account, be credited to or charged against the Separate Account
without regard to the other income, gains, or losses of TIAA-CREF Life; and
RESOLVED, that TIAA-CREF Life shall maintain in the Separate Account assets
with a fair market value at least equal to the amounts accumulated in accordance
with the terms of
the applicable variable life insurance contracts and the statutory valuation
reserves for such variable life insurance contracts; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized to transfer cash or securities from time to time between
TIAA-CREF Life's general account and the Separate Account as deemed necessary or
appropriate and consistent with the terms of TIAA-CREF Life's Plan of Operation
for the Separate Account and the Contracts; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized in their discretion as they may deem appropriate from time to
time in accordance with applicable laws and regulations (a) to divide the
Separate Account into divisions or subdivisions, (b) to modify or eliminate any
such divisions or subdivisions, and (c) to designate further any division or
subdivision thereof.
INVESTMENT OF SEPARATE ACCOUNT ASSETS
RESOLVED, that (i) the Separate Account be, and hereby is, authorized to
invest or reinvest the assets of the Separate Account in securities issued by
the TIAA-CREF Life Funds, or other appropriate securities or other instruments
as the appropriate officers of TIAA-CREF Life may designate, consistent with the
provisions of the variable life insurance contracts issued by TIAA-CREF Life
providing for allocations to the Separate Account or its divisions or
subdivisions; and (ii) the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized to enter into any necessary agreements or make any necessary
arrangements to enable the Separate Account to invest or reinvest in the
securities or other instruments described above.
SECURITIES AND INSURANCE LAW FILINGS
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and
hereby are, authorized to take all action necessary to (i) register the Separate
Account under the Investment Company Act of 1940 (the "1940 Act") as a unit
investment trust; and (ii) register the Contracts and the units of interest
thereunder in such amounts, which may be an indefinite amount, as such officers
of TIAA-CREF Life shall from time to time deem appropriate under the Securities
Act of 1933 ("1933 Act"); and to take all other actions which are necessary in
connection with the offering of the Contracts for sale and the operation of the
Separate Account in order to comply with the 1940 Act, the 1933 Act, the
Securities Exchange Act of 1934, and other applicable federal laws, including,
without limitation, the filing of (a) any pre- or post-effective amendments to
registration statements, prospectuses, supplements, exhibits, and other
documents relating thereto, and amendments to the foregoing; (b) any
undertakings, and any applications for exemptions from the 1940 Act or other
applicable federal laws; and (c) any other appropriate filings with the
Securities and Exchange Commission, including but not limited to a Notification
of Registration on Form N-8A and a Registration Statement on
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Form N-8B-2 for the Separate Account under the 1940 Act, each in such form as
the officer(s) executing the same may deem necessary or appropriate; and
RESOLVED, that the filing with Securities and Exchange Commission of the
Registration Statement on Form S-6 for the Separate Account under the 1933 Act,
substantially in the form of the draft dated May 10, 2001, be, and hereby is,
approved, with such modifications as the appropriate officers of the Separate
Account may deem necessary or advisable; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized on behalf of the Separate Account and on behalf of TIAA-CREF
Life to take any and all action that they may deem necessary or advisable to
offer and sell the Contracts and to qualify or register the Contracts for sale
in various states, including any registrations, filings, and qualifications both
of TIAA-CREF Life, its officers, agents, and employees, and of the Contracts,
under the insurance and the blue sky or other securities laws of any of the
states of the United States of America or other jurisdictions, and in connection
therewith to prepare, execute, deliver, and file all such applications, reports,
covenants, resolutions, applications for exemptions, consents to service of
process, appointments of attorneys for service of process and other papers and
instruments as may be required under such laws, and to take any and all further
action which such officers of TIAA-CREF Life may deem necessary or desirable in
order to maintain such registrations or qualifications for as long as the
officers deem it to be in the best interests of the Separate Account and
TIAA-CREF Life; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized in the names and on behalf of the Separate Account and TIAA-CREF
Life (i) to execute and file irrevocable written consents on the part of the
Separate Account and of TIAA-CREF Life to be used in such states where such
consents to service of process may be required under the insurance or securities
laws for registration or qualification of the variable life insurance contracts
and (ii) to appoint the appropriate state official, or such other person as may
be allowed by said insurance or securities laws, agent of the Separate Account
and of TIAA-CREF Life for the purpose of receiving and accepting process; and
RESOLVED, that Lisa Snow, authorized signatory of TIAA-CREF Life be, and
hereby is, appointed as agent for service under any such registration statement
and is duly authorized to receive communications and notices from the SEC with
respect thereto and to exercise powers given to such agent by the 1933 Act and
the rules thereunder, and any other necessary acts; and
RESOLVED, that the appropriate officers of the Separate Account be, and
hereby are, authorized to take all such further action and to execute and
deliver all such further instruments and documents, in the name of and on behalf
of the Separate Account, and to pay all such expenses as in their judgment shall
be necessary, proper, or advisable, in order to fully carry out the intent, and
accomplish the purposes of, the foregoing resolutions and maintain the
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Separate Account's ability to continue issuing its securities to the public
under the securities laws and insurance laws.
DISTRIBUTION, ADMINISTRATION AND CUSTODY ARRANGEMENTS
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized to provide for the sale of the Contracts issued by TIAA-CREF
Life, including making arrangements and executing such agreements as deemed
necessary and appropriate with Teacher Personal Investors Services, Inc.
("TPIS") or any other entity qualified to act as distributor; and
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized to provide for such administrative, custodial or depository
arrangements, as they may deem necessary and appropriate for assets allocated to
the Separate Account and the issuance and administration of the Contracts,
including making arrangements or executing agreements with TIAA-CREF Life,
Teachers Insurance and Annuity Association of America ("TIAA") or any TIAA
subsidiaries.
PRINCIPAL FINANCIAL OFFICER
RESOLVED, that Richard L. Gibbs, Executive Vice President and Chief
Financial Officer of TIAA-CREF Life, is hereby designated as principal financial
officer and principal accounting officer of the Separate Account for purposes of
Section 32(b) of the Investment Company Act of 1940 and otherwise.
AUDITORS; FISCAL YEAR
RESOLVED, that the firm of Ernst & Young LLP be, and hereby is, selected as
independent public accountants to audit the books and records of the Separate
Account; and
RESOLVED, that the fiscal year of the Separate Account shall end on the
31st day of December each year.
GENERAL
RESOLVED, that the appropriate officers of TIAA-CREF Life be, and hereby
are, authorized to execute and deliver such agreements and other documents and
do such acts and things as each of them may deem necessary or desirable to carry
out the foregoing resolutions and the intent and purposes thereof.
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DATED: MAY 23, 2001
/s/ Scott C. Evans /s/ Martin L. Leibowitz
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Scott C. Evans Martin L. Leibowitz
/s/ Dennis D. Foley /s/ Bertram L. Scott
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Dennis D. Foley /s/ Bertram L. Scott
/s/ Martin E. Galt, III /s/ John A. Somers
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Martin E. Galt, III John A. Somers
/s/ Richard L. Gibbs /s/ Charles H. Stamm
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Richard L. Gibbs Charles H. Stamm
/s/ Don W. Harrell /s/ Mary Ann Werner
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Don W. Harrell Mary Ann Werner
/s/ Larry D. Hershberger /s/ James A. Wolf
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Larry D. Hershberger James A. Wolf
/s/ Matina S. Horner
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Matina S. Horner
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