WA-90 Corporate Signature Resolution

This form is available electronically. Form Approved - OMB No. 0581-0305

WA-90 (07-31-18)	U.S. DEPARTMENT OF AGRICULTURE Agricultural Marketing Service United States Warehouse Act	1. FOR AMS USE ONLY
		A. License Number	B. Initials
	CORPORATE SIGNATURE RESOLUTION OR LIMITED LIABILITY COMPANY SIGNATURE RESOLUTION	     	   
		2. Check One:
		Corporate Signature Resolution Limited Liability Company Signature Resolution

The purpose of this form is to declare those who may execute documents on behalf of a corporation and or a limited liability company. If a corporation, this declaration may not conflict with the Articles of Incorporation or the Bylaws. If a limited liability company, this declaration may not conflict with the Articles of Organization or Operating Agreement.

Be it resolved that: (follow printed instructions exactly)

(a) Corporation

I or We (b)		     
		(List only individual proper names here. Do not check boxes unless there are officer positions in (f).)
(c) and (means BOTH sign)			(d) or (means EITHER sign)	(e) and or (means ANY sign)
The (f)	     
	(List here only officers of the corporation authorized to sign. Do not check boxes unless there are proper names listed in (a).)

(g) Limited Liability Company

I or We (h)	     
	(List only individual proper names or titles)

is (are) hereby empowered to execute all bonds, supplemental bond agreements and other papers or documents required under the United States Warehouse Act on behalf of the corporation or limited liability company, such power is to remain in effect until the Administrator of the United States Warehouse Act is given notice in writing to the contrary by an official of the corporation or limited liability company.

Be it further resolved that:

the acts of any officer of the corporation or limited liability company in executing all previous applications, bonds and supplemental bond agreements under the Act on behalf of the corporation or limited liability company are hereby ratified and approved.

Be it resolved that:

the purpose of this corporation or limited liability company shall include but not be limited to conducting a public warehouse for storage in accordance with the applicable regulations and licensing agreements and the Act for agricultural products for interstate and/or foreign commerce.

Be it resolved that:

	the principal place of business of the corporation or limited liability company is and shall be located at (i)			     	,
				(County)
	(j)	     	.
		(City and State)

3. CERTIFICATE OF BOARD RESOLUTION (CORPORATION)

I certify that on (a)

     

, at a (b) regular or (c) special meeting of the board of directors of

(Date) (MM-DD-YYYY)

(d)

     

(Name of Corporation)

held at (or by), (e)

     

(Location of Meeting or Nature of Meeting i.e. teleconference)

at which a quorum was present, that on motion made, seconded and carried, the above resolution was adopted; that this resolution has been spread on the minutes of the board of directors; and that it has been made part of the permanent record.

Executed this (f)

     

day of (g)

     

.

(Day)

(Month and Year)

3H. Signature of Secretary

3I. Date (MM-DD-YYYY)

     

4. LIMITED LIABIITY COMPANY CERTIFICATION OF RESOLUTION

I (a)

     

, the (b)

     

of

(Name)

(Title)

(c)

     

(Legal Name of Limited Liability Company)

Certify that on (d)

     

the individual(s) listed above are to be authorized to sign United States Warehouse Act documents.

(Date (MM-DD-YYYY))

WA-90 (07-31-18) Page 2

NOTE:

The following statement is made in accordance with the Privacy Act of 1974 (5 U.S.C. 552a - as amended).  The authority for requesting the information identified on this form is 7 CFR Part 735, 7 CFR Part 1423, 7 CFR Part 1427, the United States Warehouse Act (Pub. L. 106-472), and the Commodity Credit Corporation Charter Act (15 U.S.C. 714 et seq.).  The information will be used by the board of directors of a corporation to designate individual(s) and/or officer(s) empowered to execute documents on behalf of the corporation or by a limited liability company to certify individuals to be authorized to sign United State Warehouse Act documents. The information collected on this form may be disclosed to other Federal, State, Local government agencies, Tribal agencies, and nongovernmental entities that have been authorized access to the information by statute or regulation and/or as described in applicable Routine Uses identified in the System of Records Notice for USDA/FSA-2, Farm Records File (Automated) and USDA/FSA-3, Consultants File.  Providing the requested information is voluntary.  However, failure to furnish the requested information will result in a determination of ineligibility to obtain new licensing or retain existing licensing under the United States Warehouse Act. According to the Paperwork Reduction Act of 1995, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays an OMB control number. The valid OMB control number of this information collection is 0581-0305. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal and civil fraud, privacy, and other statutes may be applicable to the information provided. RETURN THIS COMPLETED FORM TO THE WAREHOUSE AND COMMODITY MANAGEMENT DIVISION, STOP 9148, P.O. BOX 419205, KANSAS CITY, MO 64141-6205, OR BY FAX 844-930-0174.

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident.

Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA’s TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English.

To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at http://www.ascr.usda.gov/complaint_filing_cust.html and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture Office of the Assistant Secretary for Civil Rights 1400 Independence Avenue, SW Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: [email protected]. USDA is an equal opportunity provider, employer, and lender.

Instructions For WA-90

CORPORATE SIGNATURE RESOLUTION OR LIMITED LIABILITY COMPANY SIGNATURE RESOLUTION

This form is used by the board of directors of a corporation to designate (an) individual(s) and-or officer(s) empowered to execute documents on behalf of the corporation.  This form is used by a Limited Liability Company to designate individual(s) to be authorized to sign United States Warehouse Act documents.

This form is generally prepared by the warehouse operator and its parent corporation and or a limited liability company and executed by signature and the original of the completed form in hard copy or facsimile submitted to the Warehouse and Commodity Management Division (WCMD), STOP 9148, P.O. Box 419205, Kansas City, MO 64141-6205; or FAX 844-930-0174.   Customers who have established electronic access credentials with WCMD may electronically transmit this form to WCMD.  Features for transmitting the form electronically are available to those customers who would like to establish online access credentials with WCMD, follow instructions provided at the USDA eForms web site.

CORPORATE AND/OR LIMITED LIABILITY COMPANY WAREHOUSE OPERATORS COMPLETE THIS FORM ON THEIR OWN

Item 1A and 1B are completed by AMS upon return of the executed form.

Completed by warehouse operator.

Fld Name / Item No.	Instruction
2 Check One	Check if a Corporate Signature Resolution or a Limited Liability Company Signature Resolution.
(a) Corporation	Check this box if a Corporation.
(b) Named Individual Signature Authority	IF an individual or individuals are named authorized whether in combination with officers or not, THEN enter the complete name (s) of that person (or those persons) designated by name by the warehouse operator as signer(s) of documents binding the corporation [for example Joe Doe].  If no individuals are to be named, enter “ILB” signifying intentionally left blank and proceed to Item (f) to list the officers of the corporation who may bind the corporation.  (Do Not Make Entries in Items (c), (d), (e) unless a combination of persons and offices are designated.)
(c), (d), (e) Combined Signature Authority	IF a combination of named individuals and corporate officers are granted signature authority, enter an “X” or checkmark in the appropriate box describing the nature of that authority.  This designation must agree with the Articles of Incorporation and the Bylaws: Item (c) indicates that the named person in (b) “and” an officer or manager is approved to sign [means that BOTH the named persons and the officer or manager sign]. Item (d) indicates that the named person in (b) “or” an officer or manager is approved to sign [means that EITHER the named persons or the officer or manager sign]. Item (e) indicates that the named person in (b) “and/or” an officer or manager is approved to sign [means that ANY of the named persons or the officers or managers sign].
(f) Officers Signature Authority	IF offices are designated by the warehouse operator as signer(s) of documents binding the corporation, whether in combination with named individuals or not, THEN enter the offices of the officers who may sign [for example, “Treasurer” or “Manager”].
(g) Limited Liability Company	Check this box if a Limited Liability Company.
(h) Names or  Titles	If an individual or individuals are named, enter the complete names(s) and titles of that person(s) designated by the warehouse operator as signer(s) of documents binding the limited liability company. (For example Joe Doe)
(i) and (j) Principal Place of Business City, County, State	Enter the name of the county and city and state that the warehouse operator is declaring as their principal place of business.
3 (a) – (i) Dates of Meeting of Board	Item 3(a).  Enter the date of the meeting in which this action occurred. Item 3(b).  Enter a "X" or checkmark in the appropriate checkbox                   indicating the nature of the meeting was a regular meeting                   [used to define the legal nature of the meeting]. Item 3(c).  Enter a "X" or checkmark in the appropriate checkbox                   indicating the nature of the meeting was a special meeting of                   the board of directors [used to define the legal nature of the                   meeting]. Item 3(d).  Enter the complete name of the corporation. Item 3(e).  Enter the place of the meeting or the nature of the meeting of                   the board of directors [such as a teleconference]. Item 3(f).  Enter the date [day] of the year executed. Item 3(g).  Enter date [month, year] executed. Item 3(h).  Enter the signature of the certifying officer and date signed.                    This signature may be the Secretary or any other officer. Item 2(i).   Enter date of signature.
4 (a) – (d) Certification	Item 4(a).  Enter the name. Item 4(b).  Enter the title. Item 4(c).  Enter legal name of company. Item 4(d).  Enter the date.