EXHIBIT 1
Resolution of Board of Directors of First Ameritas Life Insurance Corp. of New
York Establishing First Ameritas Variable Annuity Separate Account
<PAGE>
RESOLUTION #6
BE IT RESOLVED, That the Board of Directors of First Ameritas Life Insurance
Corp. of New York ("Company"), pursuant to the provisions of Section 4240 of the
New York Insurance Code, hereby establishes a separate account designated "First
Ameritas Variable Annuity Separate Account" (hereinafter "Separate Account") for
the following use and purposes, and subject to such conditions as hereinafter
set forth:
FURTHER RESOLVED, That Separate Account is established for the purpose of
providing for the issuance by the Company of variable annuity contracts, or
other insurance contracts, and shall constitute a separate account into which
are allocated amounts paid to or held by the Company under such annuity
contracts; and
FURTHER RESOLVED, That the income, gains and losses, whether or not
realized, from assets allocated to Separate Account shall, in accordance with
the annuity contracts, be credited to or charged against such account without
regard to other income, gains, or losses of the Company; and
FURTHER RESOLVED, That Separate Account shall be divided into Investment
Subdivisions, each Investment Subdivision in Separate Account shall invest in
the shares of a designated mutual fund portfolio and net premiums under annuity
contracts shall be allocated to the eligible portfolios set forth in the annuity
contracts in accordance with instructions received from owners of the annuity
contracts; and
FURTHER RESOLVED, That the Board of Directors expressly reserves the right
to add or remove any Investment Subdivision of Separate Account as it may
hereafter deem necessary or appropriate; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and they hereby
are, severally authorized to invest such amount or amounts of the Company's cash
in Separate Account or in any Investment Subdivision thereof as may be deemed
necessary or appropriate to facilitate the commencement of Separate Account's
operations and/or to meet any minimum capital requirements under the Investment
Company Act of 1940; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and they hereby
are, severally authorized to transfer cash from time to time between the
Company's general account and Separate Account as deemed necessary or
appropriate and consistent with the terms of the annuity contracts; and
FURTHER RESOLVED, That the Board of Directors of the Company reserves the
right to change the designation of Separate Account hereafter to such other
designation as it may deem necessary or appropriate; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, with such assistance
from the Company's independent certified public accountants, legal counsel and
independent consultants or others as they may require, be and they hereby are,
severally authorized and directed to take all action necessary to : (a) Register
Separate Account as a unit investment trust under the Investment Company Act of
1940, as amended; (b) Register the annuity contracts in such amounts, which may
be an indefinite amount, as the said officers of the Company
<PAGE>
shall from time to time deem appropriate under the Securities Act of 1933; and
(c) Take all other actions which are necessary in connection with the offering
of said annuity contracts for sale and the operation of Separate Account in
order to comply with the Investment Company Act of 1940, the Securities Exchange
Act of 1934, the Securities Act of 1933, and other federal laws, including the
filing of any amendments to registration statements, any undertakings, and any
applications for exemptions from the Investment Company Act of 1940 or other
applicable federal laws as the said officers of the Company shall deem necessary
or appropriate; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, hereby are severally
authorized and empowered to prepare, execute and cause to be filed with the
Securities and Exchange Commission on behalf of Separate Account and by the
Company as sponsor and depositor a Form of Notification of Registration
Statement under the Securities Act of 1933 registering the annuity contracts and
any and all amendments to the foregoing on behalf of Separate Account and the
Company and on behalf of and as attorneys-in-fact for the principal executive
officer and/or the principal financial officer and/or the principal accounting
officer and/or any other officer of the Company; and
FURTHER RESOLVED, That Donald R. Stading, Vice President, Secretary and
General Counsel is duly appointed as agent for service under any such
registration statement, duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect thereto; and
FURTHER RESOLVED, That the President and Chief Executive officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, hereby is severally
authorized on behalf of Separate Account and on behalf of the Company to take
any and all action that each of them may deem necessary or advisable in order to
offer and sell the annuity contracts, including any registrations, filings and
qualifications both of the Company, its officers, agents and employees, and of
the policies, under the insurance and securities laws of any of the states of
the United States of America or other jurisdictions, and in connection therewith
to prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which the said officers or legal counsel of the Company
may deem necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations or
qualifications for as long as the said officer or legal counsel deem it to be in
the best interests of Separate Account and the Company; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and they hereby
are, severally authorized in the names and on behalf of Separate Account and the
Company to execute and file irrevocable written consents on the part of Separate
Account and of the Company to be used in such states wherein such consents to
service of process may be requisite under the insurance or securities laws
therein in connection with said registration or qualification of the annuity
contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of Separate Account
and of the Company for the purpose of receiving and accepting process; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, be, and hereby is,
severally authorized to establish procedures under which the Company will
institute procedures for providing voting right for owners of the annuity
contracts with
<PAGE>
respect to securities owned by Separate Account; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others, is hereby severally
authorized to execute such agreement or agreements as deemed necessary and
appropriate (i) with Ameritas Investment Corp. ("AIC") or other qualified entity
under which AIC or such other entity will be appointed principal underwriter and
distributor for the annuity contracts and (ii) with one or more qualified banks
or other qualified entities to provide administrative and/or custodial services
in connection with the establishment and maintenance of Separate Account and the
design, issuance, and administration of the annuity contracts; and
FURTHER RESOLVED, that because Separate Account will invest solely in the
securities issued by specific mutual fund corporations registered under the
Investment Company Act of 1940, the President and Chief Executive Officer, any
Vice President, the Treasurer, the Secretary, or any Assistant Vice President,
and each of them, with full power to act without the others, are hereby
severally authorized to execute whatever agreements as may be necessary or
appropriate to enable such investments to be made; and
FURTHER RESOLVED, That the President and Chief Executive Officer, any Vice
President, the Treasurer, the Secretary, or any Assistant Vice President, and
each of them, with full power to act without the others are hereby severally
authorized to execute and deliver such agreements and other documents and do
such acts and things as each of them may deem necessary or desirable to carry
out the foregoing resolutions and the intent and purposes thereof.
FIRST AMERITAS LIFE INSURANCE CORP. OF NEW YORK
ANNUAL BOARD OF DIRECTORS
MARCH 21, 2000
