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EXHIBIT 24.2
CERTIFIED RESOLUTIONS OF BOARD
OF DIRECTORS OF EMERALD FINANCIAL CORP.
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CERTIFICATION
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I, Paula M. Dewey, hereby certify that I am the Secretary of Emerald
Financial Corp., 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 20, 1998, 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rescinded and are in full force and effect.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 20th day of May, 1998.
/s/Paula M. Dewey
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Paula M. Dewey
Secretary
EMERALD FINANCIAL CORP.
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Resolutions adopted by the Board of Directors of Emerald Financial Corp. on May
20, 1998.
RESOLVED, that Emerald Financial Corp.'s (the "Corporation") Dividend
Reinvestment Plan be (a) eliminated for shareholders of record as of May
25, 1998 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 $10.00 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 for shareholders of
record May 25, 1998 and that the National City Bank 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 30,000 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 Thomas P. Perciak, President and Chief Executive
Officer and John F. Ziegler, Executive Vice President and Chief Financial
Officer, 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 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.