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EXHIBIT 1(a)
SECRETARY'S CERTIFICATE
PACIFIC MUTUAL LIFE INSURANCE COMPANY
RESOLVED, that the Board of Directors of this Corporation hereby authorizes this
Corporation to obtain approval from the appropriate regulatory authorities of an
amendment to its Certificate of Authority to issue variable life insurance
policies and variable annuity contracts and any derivative thereof being herein
collectively referred to as "variable contracts"; and
RESOLVED FURTHER, that the Board of Directors of this Corporation hereby
authorizes and directs the establishment of Separate Accounts ("Separate
Accounts") that may be required to which the amounts received by this
Corporation in connection with the sale of the Contracts shall be allocated; and
RESOLVED FURTHER, that within the Separate Accounts there may be a number of
Variable Accounts with different investment policies and objectives into which a
policyowner may direct his interests in the Separate Accounts and the Variable
Accounts; and
RESOLVED FURTHER, that the Separate Accounts are to be established and
maintained in accordance with the provisions of Section 10506 of the California
Insurance Code and the regulations promulgated under that Section; and
RESOLVED FURTHER, that any Officer of this Corporation is authorized and
directed to take whatever action may be necessary or advisable to establish and
maintain such Separate Accounts and to register, file or qualify the Contracts
for sale, including, but not limited to, determining the states or other
jurisdictions in which necessary or advisable action shall be taken to qualify,
file, or register the Contracts for sale, performing any and all acts as such
Officer deems necessary or advisable to comply with the applicable laws of any
such state or jurisdiction including making any required filings with the
California Insurance Department or any other regulatory authority in California
or any other regulatory authority in any state or jurisdiction having
jurisdiction over the insurance activities of the Company or over the contracts;
performing any and all acts as such Officer deems necessary or advisable to
comply with the applicable laws of the United States including, but not limited
to, preparing and filing registration statements with the Securities and
Exchange Commission to register the Contracts or interests therein under the
Securities Act of 1933 and the Investment Company Act of 1940 and to register
the Separate Account under the Investment Company Act of 1940, and to file an
exemptive application if necessary or advisable under the Investment Company Act
of 1940 and to make such other filings or seek any interpretations that are
necessary or advisable from the Securities and Exchange Commission or any other
agency of the United States Government; or making any filings, seek any
interpretations, or make other submissions that such Officer deems necessary or
advisable with other regulatory authorities having jurisdiction over the offer
and sale of the Contracts and to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents, powers of attorneys, and appointments of agents for
service of process, and the paying of all necessary fees and expenses as in such
Officer's judgment may be necessary or advisable.
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I, AUDREY L. MILFS, do hereby certify that I am the duly elected, qualified and
acting Secretary of Pacific Mutual Life Insurance Company, a California
corporation, and I do hereby further certify that the foregoing is a true and
correct copy of a resolution adopted at a meeting of the Board of Directors of
said corporation, held on November 22, 1989, at which a quorum was present and
voted in favor thereof, and that said resolution has not been revoked or amended
and is now in full force and effect.
IN, WITNESS WHEREOF, I have executed this certificate as Secretary of said
corporation on this 24th day of August, 1994.
/s/ AUDREY L. MILFS
Audrey L. Milfs
Secretary
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OFFICE MEMORANDUM
DATE September 7, 1994
TO Thomas C. Sutton
FROM Gerald W. Robinson
SUBJECT Separate Account A
RECOMMENDATION:
That you authorize the establishment of the Separate Account A ("Separate
Account") for the Pacific Portfolios, a variable annuity contract, and Pacific
One, a variable annuity contract.
WHY RECOMMENDATION IS REQUESTED AT THIS TIME:
Documentation of the authorization must accompany the registration materials to
be filed with the Securities and Exchange Commission and the State of California
for the Separate Account.
BACKGROUND:
Pacific Mutual's Finance Committee has approved the development of the Separate
Account to fund the Pacific Portfolios and Pacific One variable annuity
contracts. The Separate Account may be offered under other variable contracts
in the future.
On November 22, 1989, the Board of Pacific Mutual Life Insurance Co. adopted a
resolution authorizing any Officer of the corporation to take whatever action
necessary to establish and maintain Separate Accounts which may be required in
connection with variable life insurance policies and variable annuity contracts
and any derivative thereof. Our outside counsel recommends obtaining this
authorization from the CEO.
AUTHORIZATION:
On behalf of Pacific Mutual Life Insurance Co., the establishment of Separate
Account A for the Pacific Portfolios and Pacific One variable annuity contracts
is hereby authorized.
Establishment of
Separate Account A
Is Authorized:
/s/ THOMAS C. SUTTON
Thomas C. Sutton
Chairman & Chief Executive Officer
