Yes, we believe it would be prudent to appoint an acting secretary to serve during the secretary’s absence. Under Illinois law (and probably your corporate bylaws) the secretary to a bank’s board of directors is required to sign many important documents, including board resolutions and board minutes, which should not be left unsigned during the secretary’s absence. In conformance with your bylaws, you should adopt a board resolution appointing an acting secretary, which should be signed by the acting secretary.

For resources related to our guidance, please see:

• Business Corporation Act of 1983, 805 ILCS 5/8.50  (“One officer, in this Act generally referred to as the secretary, shall have the authority to certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof.”)

• Illinois Banking Act, 205 ILCS 5/5 (Grants state charted banks the general corporate power “[t]o elect or appoint and remove officers and agents of the bank and define their duties and fix their compensation.”)