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Exhibit A(1)
Certified resolutions of the board of directors of Canada Life Insurance
Company of America establishing Canada Life of America Variable Life
Account 1
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UNANIMOUS CONSENT RESOLUTION
OF
CANADA LIFE INSURANCE COMPANY OF AMERICA
Resolution Unanimously Consented to
By all Directors of the Corporation
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The undersigned, being all of the Directors of the Corporation, do
hereby waive the requirements of the time, place and purpose of a Meeting of
the Board of Directors of the Corporation, and in lieu of such meeting do
hereby unanimously consent to the adoption of, and adopt the following
resolution:
CANADA LIFE INSURANCE COMPANY OF AMERICA
VARIABLE LIFE ACCOUNT 1
WHEREAS, the Board of Directors of the Corporation had given its
approval for the establishment of a separate account designated "Canada
Life of America Variable Life Account 1" in the Unanimous Written
Inaugural Resolutions dated July 22, 1988;
WHEREAS, the Board of Directors of the Corporation desires to
adopt the establishment of the Canada Life of America Variable Life
Account 1;
BE IT, THEREFORE, RESOLVED, that this resolution confirms the
adoption of the original resolution as shown in the copy attached
hereto.
AND FURTHER RESOLVED, that Kenneth T. Ledwos, Actuary, and Charles
H. MacPhaul, Assistant Secretary, are duly appointed as agents for
service under any such registration statement, duly authorized to
receive communications and notices from the Securities and Exchange
Commission with respect thereto.
IN WITNESS WHEREOF, the undersigned, being all of the Directors of the
Corporation have executed this Consent pursuant to Section 3, Article VII of
the By-Laws of the Corporation this _______day of____________, 1999.
/s/ /s/
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R.E. Beettam H.A. Rachfalowski
/s/ /s/
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K.T. Ledwos T.C. Scott
/s/ /s/
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D.A. Loney S.H. Zimmerman
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CANADA LIFE INSURANCE COMPANY OF AMERICA
RESOLUTION APPROVING
VARIABLE LIFE ACCOUNT 1
AS TAKEN FROM THE INAUGURAL RESOLUTIONS UNANIMOUSLY
CONSENTED TO BY THE DIRECTORS OF THE CORPORATION
ON JULY 22, 1988
BE IT RESOLVED, that the Board of Directors of Canada Life
Insurance Company of America ("Company"), pursuant to the
provisions of Section 925 of the Michigan Insurance Code, MCLA
500.925, hereby establishes a separate account designated "Canada
Life of America Variable Life Account 1" (hereinafter "Variable
Life Account 1") for the following use and purposes, and subject to
such conditions as hereinafter set forth;
FURTHER RESOLVED, that Variable Life Account 1, is
established for the purpose of providing for the issuance by the
Company of variable life contracts ("Contracts") and shall
constitute a separate account into which are allocated amounts paid
to or held by the Company under such Contracts. The form of such
Contracts shall be kept on file in the Secretary's Office;
FURTHER RESOLVED, that the income, gains, and losses, whether
or not realized, from assets allocated to Variable Life Account 1
shall, in accordance with the Contracts, be credited to or charged
against such account without regard to other income, gains, or
losses of the Company;
FURTHER RESOLVED, that the portion of assets of Variable Life
Account 1 equal to the reserves and other contract liabilities with
respect to Variable Life Account 1 shall not be chargeable with
liabilities arising out of any other business the Company may
conduct;
FURTHER RESOLVED, that Variable Life Account 1 shall be
divided into Investment Subaccounts, each of which shall invest in
the shares or units of a designated Investment Company Portfolio,
and net premiums under the Contracts shall be allocated to the
eligible portfolios set forth in the Contracts in accordance with
instructions from owners of the Contracts;
FURTHER RESOLVED, that the Board of Directors expressly
reserves the right to add, combine, or remove any Investment
Subaccount of Variable Life Account 1 as it may hereafter deem
necessary or appropriate;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized to invest such amount or
amounts of the Company's cash in Variable Life Account 1 or in any
Investment Subaccount thereof as may be deemed necessary or
appropriate to facilitate the commencement of Variable Life Account
1's operations and/or to meet any minimum capital requirements
under the Investment Company Act of 1940;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized to transfer cash from time
to time between the Company's general account and Variable Life
Account 1 as deemed necessary or appropriate and consistent with
the terms of the Contracts;
FURTHER RESOLVED, that the Board of Directors of the Company
reserves the right to change the designation of Variable Life
Account 1 hereafter to such other designation as it may deem
necessary or appropriate;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, with such assistance from the
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Company's independent certified public accountants, chartered
accountants, legal counsel and independent consultants or others as
they may require, are hereby authorized and directed to take all
action necessary to: (a) register Variable Life Account 1 as a unit
investment trust under the Investment Company Act of 1940, as
amended; (b) register the Contracts in such amounts, which may be
an indefinite amount, as the said officers of the Company shall
from time to time deem, appropriate under the Securities Act of
1933; and (c) take all other actions which are necessary in
connection with the offering of said Contracts for sale and the
operation of Variable Life Account 1 in order to comply with the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, and other applicable federal laws,
including the filing of any amendments to registration statements,
any supplements, any undertakings, and any applications for
exemptions, and any amendments thereto, from the Investment Company
Act of 1940 or other applicable federal laws as the said officers
of the Company shall deem necessary or appropriate.
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized and empowered to prepare,
execute, and cause to be filed with the Securities and Exchange
Commission on behalf of Variable Life Account 1 and by the Company
as sponsor and depositor a Notification of Registration under the
Investment Company Act of 1940, on Form N-8A and a Registration
Statement on Form S-6 under the Securities Act of 1933 and on Form
N-8B-2 under the Investment Company Act of 1940, and any other
forms as may be designated from time to time for such purposes, and
any and all amendments to the foregoing on behalf of Variable Life
Account 1 and the Company and on behalf of and as attorneys-in-fact
for the principal executive officer, the principal financial
officer, the principal accounting officer, and/or any other officer
of the Company;
FURTHER RESOLVED, that Alex J. Sywak, Director of Corporate
Development, and Roy Linden, Secretary, are duly appointed as
agents for service under any such registration statement, duly
authorized to receive communications and notices from the
Securities and Exchange Commission with respect thereto;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized on behalf of Variable Life
Account 1 and on behalf of the Company to take any and all action
that each of them may deem necessary or advisable in order to offer
and sell the Contracts, including any registrations, filings, and
qualifications both of the Company, its officers, agents and
employees, and of the Contracts, under the insurance and securities
laws of any of the states of the United States of America and 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, and other papers and instruments as may be required under
such laws, and to take any and all further action which the said
officers or legal counsel of the Company may deem necessary or
desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations
or qualifications for as long as the said officers or legal counsel
deem it to be in the best interests of Variable Life Account 1 and
the Company;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized in the names and on behalf
of Variable Life Account 1 and the company to execute and file
irrevocable written consents on the part of Variable Life Account 1
and of the company to be used in such states wherein such consents
to service of process may be requisite under the insurance or
securities laws therein in connection with said registration or
qualification of the Contracts and to appoint the appropriate state
official, or such other person as may be allowed by said insurance
or securities laws, agent of Variable Life Account 1 and of the
Company for the purpose of receiving and accepting process;
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FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of the Canada Life
Assurance Company, are hereby authorized to establish procedures
under which the Company will provide voting rights for owners of
the Contracts with respect to securities owned by Variable Life
Account 1 insofar as such rights are required by any applicable
law;
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized to execute such agreement
or agreements as deemed necessary and appropriate (i) with any
qualified entity under which such entity will be appointed
principal underwriter and distributor of the Contracts and (ii)
with one or more qualified banks or other qualified entities to
provide administrative and/or custodial services in connection with
the establishment and maintenance of Variable Life Account 1 and
the design, issuance, and administration of the Contracts;
FURTHER RESOLVED, that because it is expected that Variable
Life Account 1 will invest solely in the securities issued by one
or more investment companies registered under the Investment
Company Act of 1940, any two of the Officers and those Directors of
the Company who are also Officers of the Canada Life Assurance
Company, are hereby authorized to execute whatever agreement or
agreements may be necessary or appropriate to enable such
investments to be made;
FURTHER RESOLVED, that the signature of any Director or
Officer of the Company required by law to affix his or her
signature to a registration statement under the Investment Company
Act of 1940 or Securities Act of 1933, or any amendment thereof,
may be affixed by said Director or Officer personally or by an
attorney-in-fact duly constituted in writing by said Director or
Officer to sign his or her name thereto; and
FURTHER RESOLVED, that any two of the Officers and those
Directors of the Company who are also Officers of The Canada Life
Assurance Company, are hereby authorized to execute and deliver
such agreements and other documents and do such acts and things as
may be deemed necessary or desirable to carry out the foregoing
resolutions and the intent and purposes thereof.
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