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EXHIBIT 24.2
CERTIFIED RESOLUTIONS OF BOARD
OF DIRECTORS OF COBANCORP INC.
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CERTIFICATION
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I, Lois E. Gunning, hereby certify that I am the Secretary of CoBancorp
Inc., a corporation duly organized under the laws of the State of Ohio, that I
have in my possession the corporate records regarding the Corporation, and that
attached hereto is a true and correct copy of the resolution duly adopted by the
Board of Directors of such Corporation at a meeting thereof duly called and held
on May 18, 1994, at which meeting a quorum of the Board was present throughout,
and that such resolutions have not been rescinded and are in full force and
effect.
IN WITNESS THEREOF, the undersigned has hereunto put her hand and the
seal of this Corporation on this 19th day of May, 1994.
/s/Lois E. Gunning
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Lois E. Gunning
Secretary
COBANCORP INC.
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Resolutions adopted by the Board of Directors of CoBancorp Inc. on May 18,
1994.
RESOLVED, that CoBancorp Inc.'s (the "Corporation") Dividend
Reinvestment Plan be (a) eliminated as of March 1994 and (b) replaced
with the Dividend Reinvestment and Stock Purchase Plan (the "Plan") in
the form attached hereto, which Plan permits the following: partial or
whole reinvestment of dividends, an optional cash purchase feature
operating independently of dividend reinvestment participation (with a
minimum optional cash payment of $30.00 and a maximum optional cash
payment of $25,000 per calendar year) and share safekeeping services,
and such other terms as the officers of the Corporation deem necessary
or advisable.
FURTHER RESOLVED, that the Plan become effective May 18, 1994
and that the Registrar and Transfer Company is hereby authorized to
serve as the Corporation's agent to administer the Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to approve amendments to the Plan, as
authorized above, together with any other related or corresponding
amendments to the Plan that such officer may determine to be necessary
or desirable.
FURTHER RESOLVED, that the Corporation is hereby authorized to
issue and sell up to 150,000 Common Shares pursuant to the Plan.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized, for and on behalf of the
Corporation, to prepare or cause to be prepared and to execute and
file with the Securities and Exchange Commission (the "Commission")
such registration statements or amendments to existing registration
statements (on such form or forms as are applicable) under the
Securities Act of 1933, as amended (the "1933 Act"), and to do or
cause to be done all things necessary or advisable to effect
registration under the 1933 Act of the Common Shares authorized
above to be issued and sold under the Plan.
FURTHER RESOLVED, that John S. Kreighbaum, President and Chief
Executive Officer, and Francis X. Grady, Esq. and each of them, each
with full power to act without the other, are hereby appointed as the
attorney-in-fact of the Corporation, with full power of substitution
and resubstitution, for and in the name, place, and stead of the
Corporation, to sign and file: (A) any and all registration statements
on Form S-3, or such other forms as may be appropriate and such
amendments as may be, in their judgement, appropriate, with respect to
the Common Shares or other securities issuable pursuant to the above
resolutions, (B) any and all amendments, post-effective amendments,
and exhibits thereto, and (C) any and all applications and other
documents to be filed with the Commission pertaining to such
securities or such registrations, with full power and authority to do
and perform any and all acts and things whatsoever requisite and
necessary to effect such registrations, and that such individuals be
and each of them are hereby authorized and directed, for and on behalf
of the Corporation, to execute a power of attorney evidencing the
foregoing appointment of attorney.
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized in connection with the proposed offering of the Common
Shares, to take any action which they may deem necessary or advisable
to effect the registration or qualification (or exemption therefrom)
of such Common Shares under the securities or blue sky laws of any of
the States of the United States of America to carry out such offering,
and, in connection therewith, to execute, acknowledge, verify,
deliver, file, and publish all such applications, reports, notices,
and other papers and instruments, to post bonds or otherwise give
security as may be required under such laws, and to take all such
further action as any of them may deem necessary or advisable to
maintain such registration or qualification or exemption therefrom for
as long as they may deem necessary or required by law.
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FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized to execute and file irrevocable written consents to service
of process in all States of the United States of America where such
consents may be requisite or advisable under the securities law
thereof in connection with the registration, qualification, or
exemption of the Common Shares and to appoint the appropriate person
as agent of the Corporation for the purpose of receiving and
accepting process.
FURTHER RESOLVED, that any form of additional resolution relating
to any of the foregoing resolutions appropriate to or required by law,
regulation, or a regulatory agency, be and it is hereby adopted and
that the Secretary and each Assistant Secretary of the Corporation be
and each of them are hereby authorized to certify as having been
adopted by this Board such form of authorizing resolution required in
accordance with the foregoing, provided that a copy of each form of
resolution so certified shall be attached to the minutes to this
meeting.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to execute any and all additional
documents and take any and all additional action necessary to carry
out the provisions of the foregoing resolutions.