HACH COMPANY
ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF
A MEETING OF DIRECTORS
Pursuant to the provisions of Section 141 of the Delaware General Corporation Law and in lieu of a meeting of directors for such purposes, the undersigned, constituting all of the directors of Hach Company , do hereby consent to the following actions permitted to be taken by the Board of Directors without the necessity of any formal meeting being held:
Appointment of Officers
WHEREAS, the Board of Directors desires to elect officers of the Company to serve until the earliest of the next annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of the Company, until their respective successors are elected and qualified or until their resignation, removal or death.
NOW THEREFORE, BE IT RESOLVED, that the following individuals are hereby elected to serve as officers of the Company, to serve until the earliest of the next annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of the Company, until their respective successors are elected and qualified or until their resignation, removal or death:
Brett A. Cornell Vice President
Hermes Gonzales President
Kevin A. Klau Executive Vice President
Robert S. Lutz Vice President
Frank T. McFaden Vice President and Treasurer
Vice President and Secretary
Christophe Pattyn Vice President - Chief Financial Officer Adam Tursi Assistant Treasurer and Assistant Secretary
Ephraim Starr Vice President and General Counsel
Darin Stell Vice President Sales
Michael J. Strycker Vice President
Kurt Tyler Commercial President, High Growth Markets
Sudhaker Varshney Vice President Operations
Kornelija Zgonc Vice President Research & Development
Tax Delegation of Authority
RESOLVED, that each person in the Danaher Corporation tax department with a title of Director or higher behalf of the Company in all tax and taxation matters at the Federal, State and local levels of government of the United States, and in so doing, is hereby authorized to prepare, execute and file documents of any nature in the conduct of the tax affairs of the Company with such authorities and responsibilities to include, but not be limited to, preparation and filing of tax returns, tax reports and tax renditions; payment of taxes and related licenses and fees; receipt, but not endorsement, negotiation or collection, of checks in payment of any refund of taxes, penalties and interest; inspection and receipt of confidential information, filing of tax protests and claims; prosecuting, defending and compromising tax litigations; providing a system of records retention, and the execution of all documents, including waivers, necessary or desirable in connection therewith;
FURTHER RESOLVED, that for the sole purpose of executing and delivering any and all instruments and documents under the authority granted above, each of the Danaher Tax Delegates is hereby designated as Assistant Treasurer Taxes, respectively, of the Company, to serve until the earliest of the next annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of the Company, until such individual is no longer considered a Danaher Tax Delegate or until his or her resignation, removal or death;
FURTHER RESOLVED, that for the sole purpose of certifying all instruments, documents, and records of the Company, to attest to the authority and position of any signatory whose signature may be affixed to an instrument, and to execute on behalf of the Company affidavits, pleadings and other documents in connection with tax litigation and other tax proceedings and for the purpose of executing and delivering any and all instruments and documents under the authority granted above, each of the Danaher Tax Delegates is hereby designated as Assistant Treasurer Taxes, respectively, of the Company, to serve until the earliest of the next annual meeting (or action by written consent in lieu of an annual meeting) of the Board of Directors of the Company, until such individual is no longer considered a Danaher Tax Delegate or until his or her resignation, removal or death; FURTHER RESOLVED, that for the purpose of paying, on behalf of and for the account of the Company, all Federal, State and local taxes, depository payments, licenses, fees, penalties and interest which may from time to time be owed by or due from the Company in connection with its tax affairs, each of the Danaher Tax Delegates is hereby authorized to make such payments. Amounts for such payments may be drawn on Danaher Corporation bank accounts, for the account of the Company, and if so the Company will be billed for any such amounts paid on behalf of the Company by Danaher Corporation; FURTHER RESOLVED, that all prior Resolutions adopted by the Board of Directors relating to the subject matter of the foregoing Resolutions are hereby replaced by these Resolutions, but all actions taken in accordance with these Resolutions or any such prior Resolutions are hereby affirmed and ratified; and FURTHER RESOLVED, that the delegation of authority contained in these Resolutions shall continue in full force and effect until these Resolutions are amended, replaced or rescinded by further action of the Board of Directors.
Treasury Delegation of Authority
managing certain banking transactions on behalf of the Company, and that certain officers within Danaher of the Company, and it is therefore:
RESOLVED, that any one or more of - orized in the name
of and on behalf of the Company, acting singly or jointly, to open and close, or to authorize any designated person or persons to open and close, from time to time, one or more accounts in the name of the Company funds of the Company may be deposited, whether represented by cash, checks, notes or other evidences of debt, or any securities owned by the Company;
FURTHER RESOLVED, that any endorsement for deposit to an Account may be in the form of a written or stamped endorsement of the Company without identification of the person making the endorsement; FURTHER RESOLVED, that any one or more of the Danaher Treasury Delegates are hereby authorized in the name and on behalf of the Company, acting singly or jointly, to establish or confirm or to authorize any designated person or persons to establish and confirm, from time to time, by written notice to an Authorized Depository: (i) authority of any designated person or persons, acting jointly, to withdraw funds from Account(s) by commercially recognized means, including telephone instruction, electronic funds transfer, manual signature, and facsimile signature; (ii) termination of authority previously granted to any person or persons with respect to Account(s); and (iii) special requirements or conditions in connection with Account(s);