ACADIA NATIONAL HEALTH SYSTEMS, INC.
Board of Directors' Resolution Authorizing
Borrowing from a Bank
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of ACADIA NATIONAL HEALTH SYSTEMS,
INC. (hereinafter referred to as "ACADIA" or the "Corporation") do hereby
waive any and all notice that may be required to be given with respect to a
meeting of the Directors of the Corporation and do hereby unanimously take,
ratify, confirm and approve the following action, as of September 8, 1998:
WHEREAS, this Corporation is in need of funds for its corporate purposes
and the officers of this Corporation have arranged for financial
accommodations from NORTHEAST BANK FSB (hereinafter referred to as the
"Bank"), whose address is 232 Center Street, Auburn, ME 04210, upon terms
and conditions satisfactory to such officers and to this Board.
RESOLVED: That this Corporation borrow from the Bank funds up to but not
exceeding the principal amount of Two Hundred Thousand Dollars ($200,000)
(hereinafter referred to as the "Loan"), and that the Chief Executive Officer
or Treasurer of the Corporation be and such officers are hereby authorized and
empowered in the name of and on behalf of the Corporation (a) to execute,
acknowledge and deliver to the Bank the promissory note or notes or other
instruments of this Corporation evidencing any such Loan or any extensions or
renewals thereof, maturing upon such date, bearing interest at such rate, in
such form, and containing such terms and conditions as may be agreed upon by
the Bank and said officers, the execution, acknowledgment and delivery of any
such promissory note or other instruments by such corporate officers to be
conclusive evidence of such agreement.
RESOLVED: That said officers be and they are hereby authorized and
empowered in the name of and on behalf of this Corporation to execute,
acknowledge and deliver to the Bank a Loan Agreement, a Security Agreement and
a Collateral Assignment of Company Assets in connection with such Loan
containing such terms, conditions, covenants and agreements of this
Corporation as may be agreed upon by the Bank and said officers, the
execution, acknowledgment and delivery of any such security agreement by such
corporate officers to be conclusive evidence of such agreement.
RESOLVED: That for action of the Bank in reliance thereon, the
Secretary of this Corporation be and is hereby authorized and empowered to
certify to the Bank a copy of these resolutions and that the Bank may consider
such officers to continue in office and these resolutions to remain in full
force and effect until written notice to the contrary shall be received by an
officer of the Bank.
RESOLVED: That the Chief Executive Officer of the Corporation be and is
hereby authorized and directed in the name of the Corporation and upon its
behalf to accept the Loan Documents and to execute, acknowledge, and deliver
the acceptance by the Corporation of such Loan Documents.
RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.
/s/ Paul W. Chute
_______________________________
PAUL W. CHUTE,
Chairman
/s/ Jacquelyn J. Magno
_______________________________
JACQUELYN J. MAGNO,
Secretary
DATED: September 8, 1998
ACADIA NATIONAL HEALTH SYSTEMS, INC.
Board of Directors' Resolution Authorizing
Banking Transactions
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being all of the Directors of ACADIA NATIONAL HEALTH SYSTEMS,
INC. (hereinafter referred to as "ACADIA" or the "Corporation") do hereby
waive any and all notice that may be required to be given with respect to a
meeting of the Directors of the Corporation and do hereby unanimously take,
ratify, confirm and approve the following action, as of September 8, 1998:
WHEREAS, this Corporation may be in need of consummating transactions
with a financial institution for its corporate purposes and the officers of
this Corporation have arranged for financial accommodations from NORTHEAST
BANK FSB (hereinafter referred to as the "Bank"), whose address is 232 enter
Street, Auburn, ME 04210, upon terms and conditions satisfactory to such
officers and to this Board.
RESOLVED: That this Corporation may transact business (the "transaction")
with this Bank with respect to all necessary corporate matters, and that the
President and Secretary or Vice President and Secretary of the Corporation be
and such officers are hereby authorized and empowered in the name of and on
behalf of the Corporation to execute, seal, acknowledge and deliver to the
Bank any instruments, documents, agreements or certifications of this
Corporation which may at any time or from time to time be required by the Bank
in connection with such transaction, the execution, sealing, acknowledgment
and delivery of any such other instruments, documents, agreements or
certifications by such corporate officers to be conclusive evidence of such
requirement, and to receive or endorse on behalf of and in the name of this
Corporation any checks, drafts or credits representing such transaction.
RESOLVED: That said officers be and they are hereby authorized and
empowered at any time and from time to time in the name of and on behalf of
this Corporation to mortgage, pledge, assign, hypothecate or grant a security
interest in any or all of the assets or properties of this Corporation, now
owned or hereafter acquired, to secure any such transaction, loan or any
extension and renewal thereof and in connection therewith said officers be and
are hereby authorized and empowered at any time and from time to time in the
name of and on behalf of this Corporation to execute, acknowledge, seal and
deliver to the Bank any instrument and agreement including, without limitation,
mortgages, deeds of trust, pledges, assignments and security agreements,
containing such terms, conditions, covenants and agreements of this
Corporation as may be agreed upon by the Bank and said officers, the
execution, sealing, acknowledgment and delivery of any such mortgages, deeds
of trust, pledges, assignments and security agreements by such corporate
officers to be conclusive evidence of such agreement.
RESOLVED: That for action of the Bank in reliance thereon, the
Secretary of this Corporation be and is hereby authorized and empowered to
certify to the Bank a copy of these resolutions and that the Bank may consider
such officers to continue in office and these resolutions to remain in full
force and effect until written notice to the contrary shall be received by an
officer of the Bank.
RESOLVED: That the Chief Executive Officer and Secretary, or Vice
President and Secretary, of the Corporation be and are hereby authorized and
directed in the name of the Corporation and upon its behalf to execute Bank
documents and to execute, acknowledge, and deliver the acceptance by the
Corporation of such Bank documents.
RESOLVED, that all other actions taken by the officers of the Corporation
since the date of the last Annual Minutes of the Board of Directors are
hereby ratified, approved and confirmed.
IN WITNESS WHEREOF, the undersigned Directors have evidenced their
approval of the above proceedings as of the date first above mentioned.
/s/ Paul W. Chute
_______________________________
PAUL W. CHUTE,
Chairman
/s/ Jacquelyn J. Magno
_______________________________
JACQUELYN J. MAGNO,
Secretary
DATED: September 8, 1998