EXHIBIT 24(b)
INTERNATIONAL BUSINESS MACHINES CORPORATION
Certificate of the Assistant Secretary
The undersigned, Andrew Bonzani, Assistant Secretary of International
Business Machines Corporation (the "Corporation") does hereby certify that
attached hereto as Exhibit A is a true, correct and complete copy of resolutions
adopted by the Corporation's Board of Directors authorizing the officers of the
Corporation to execute the Registration Statement, to which this certificate is
attached as an exhibit, by power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
this 13th day of January, 1999.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: /s/ Andrew Bonzani
------------------------
Andrew Bonzani
Assistant Secretary
EXHIBIT A
RESOLUTIONS REGARDING SEC UNIVERSAL SHELF REGISTRATION
RESOLVED, that the Board of Directors of the Corporation hereby
authorizes (in addition to the authority previously granted by resolutions of
the Board of Directors, all of which other resolutions remain in full force and
effect) the issuance and sale by the Corporation during the period from the date
hereof through and including the date which is two years from the date the
registration statement authorized to be filed with the Securities and Exchange
Commission pursuant to these resolutions becomes effective (the "Period") of an
additional $4,000,000,000 of: (a) notes, debentures or other debt instruments
(the "Indebtedness"); (b) shares of preferred stock, $.01 par value, of the
Corporation (the "Preferred Stock") or depositary shares representing ownership
of and entitlement to all rights and preferences of a fraction of a share of
Preferred Stock (the "Depositary Shares"); (c) shares of Capital Stock, $0.50
par value, of the Corporation (the "Capital Stock"); and (d) warrants or other
rights to acquire Capital Stock, Preferred Stock or Indebtedness of the
Corporation or securities of any other corporation (the "Warrants"). The
Indebtedness, Preferred Stock, Depositary Shares, Capital Stock and Warrants
shall sometimes hereinafter be referred to collectively as the "Securities." The
issuance of any Securities hereunder shall require the prior approval of the
Senior Vice President and General Counsel or such other person as may be
designated by the General Counsel from time to time; and be it further
RESOLVED, that the Indebtedness, for purposes of these resolutions,
shall exclude all debt having a maturity of less than one year at the time of
issuance, all notes issued to banks pursuant to lines of credit, and all debt
which is privately placed or sold pursuant to an exemption from the U.S.
securities laws. The Indebtedness shall include, without limitation, debt
denominated in U.S. dollars or in a foreign currency computed at a conversion
rate prevailing on dates determined by either the Chief Executive Officer, the
Senior Vice President and Chief Financial Officer or the Vice President and
Treasurer to be relevant to the issuance of such Indebtedness, with such
Indebtedness to be registered under the Securities Act of 1933, or sold pursuant
to an exemption therefrom or outside the scope thereof; and be it further
RESOLVED, that the Chief Executive Officer, the Senior Vice President
and Chief Financial Officer, and the Vice President and Treasurer, or any of
them acting individually, be, and they hereby are, delegated full power and
authority to authorize and approve during the Period the issuance of
Indebtedness of the Corporation pursuant to the foregoing resolutions and, in
connection therewith, to determine the terms and provisions of such Indebtedness
and of the issuance and sale thereof, including, without limitation, the
following: (i) the principal amount of such Indebtedness, (ii) the final
maturity date of such Indebtedness and any sinking fund or
other repayment provisions, (iii) the effective rate of interest of such
Indebtedness, (iv) the price at which such Indebtedness shall be sold by the
Corporation, (v) the provisions, if any, for the redemption of such Indebtedness
and the premiums, if any, to be paid upon any such redemption, (vi) the right to
convert such Indebtedness into or exchang such Indebtedness for shares or other
securities of the Corporation or any other corporation or to issue warrants or
other rights to acquire shares or other securities of the Corporation or any
other corporation in conjunction with such Indebtedness, and all terms of such
conversion or exchange provisions or warrants or other rights, including the
conversion, exchange or exercise prices and any antidilution provisions, and the
authorization of the issuance of any shares and the delivery of such shares or
other securities of the Corporation or any other corporation upon the conversion
or exchange of such Indebtedness or the exercise of such warrants or other
rights, (vii) the form, terms and provisions of any indentures, fiscal agency
agreements or other instruments under which such Indebtedness may be issued and
the banks or trust companies to act as trustees, fiscal agents and paying agents
thereunder, (viii) the preparation and filing of all documents necessary or
appropriate in connection with the registration of the Indebtedness under the
Securities Act of 1933, the qualification of an indenture under the Trust
Indenture Act of 1939 and the qualification under any other applicable Federal,
foreign, state, local or other governmental requirements, (ix) the preparation
of any offering memorandum or other descriptive material relating to the
issuance of such Indebtedness, (x) the listing of the Indebtedness on any United
States or non-United States stock exchange, and (xi) underwriting arrangements;
and be it further
RESOLVED, that the Executive Committee of the Board of Directors, is delegated,
without further action of the Board of Directors, full power and authority to
authorize the issuance and sale by the Corporation during the Period of Capital
Stock, Preferred Stock and Depositary Shares. In connection therewith, the
Executive Committee be, and it hereby is, delegated full power and authority to
determine the terms and provisions of the Preferred Stock and of the issuance
and sale thereof, including, without limitation, with respect to: (i) whether
the holders thereof shall be entitled to cumulative, noncumulative or partially
cumulative dividends and, with respect to shares entitled to dividends, the
dividend rate or rates, including, without limitation the methods and procedures
for determining such rate or rates, and any other terms and conditions relating
to such dividends, (ii) whether, and if so to what extent and upon what terms
and conditions, the holders thereof shall be entitled to rights upon the
liquidation of, or upon any distribution of the assets of, the Company, (iii)
whether, and if so upon what terms and conditions, such shares shall be
convertible into, or exchangeable for, shares or other securities of the
Corporation or any other corporation, (iv) whether, and if so upon what terms
and conditions, such shares shall be redeemable, (v) whether the shares shall be
redeemable and subject to any sinking fund provided for the purchase or
redemption of such shares and, if so, the terms of such fund, (vi) whether the
holders thereof shall be entitled to voting rights and, if so, the terms and
conditions for the exercise thereof, subject to the provisions of Section 2(f)
of Article Four of the Certificate of Incorporation, and (vii) whether the
holders thereof shall be entitled to any other preferences or rights and, if so,
the qualifications, limitations, or restrictions of such preferences
or rights; and be it further
RESOLVED, that the Executive Committee of the Board of Directors, is
delegated, without further action of the Board of Directors, full power and
authority to authorize the issuance and sale by the Corporation during the
Period of Warrants, and the Executive Committee be, and it hereby is, delegated
power and authority to determine the terms and provisions of the Warrants and of
the issuance and sale thereof, including, without limitation, with respect to:
(i) whether such warrants will be for Indebtedness, Preferred Stock, Depositary
Shares or Capital Stock, and (ii) the form, terms and provisions of any warrant
agreements; and be it further
RESOLVED, that the proper officers of the Corporation be, and hereby
are, authorized, and directed to prepare for filing with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, a shelf registration statement pursuant to Rule 415
under the Securities Act of 1933, for a total amount which includes both the
$4,000,000,000 authorized herein plus all amounts then available for issuance
pursuant to Registration Statement No. 333- 40669, of Indebtedness, Preferred
Stock, Depositary Shares, Capital Stock and Warrants (collectively the
"Securities") of the Corporation that may be issued in the future pursuant to
these resolutions, and that each of Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, Douglas L. Maine, Jeffrey D. Serkes, Mark Loughridge, Daniel E.
O'Donnell, Andrew Bonzani and James H. Hodge, be, and each of them is
hereby vested with full power to act, together or each without the others, in
any and all capacities, in the name and on behalf of the Corporation to sign, or
cause to be signed electronically, such registration statement (which may
constitute a post-effective amendment to a registration statement previously
filed with the SEC) and any and all amendments to the aforementioned
registration statement, and to file said registration statement and amendments
thereto so signed with all exhibits thereto, and any and all other documents in
connection therewith, with the SEC, and all actions in connection with the
preparation, execution and filing of said registration statement with the SEC on
behalf of and as attorneys for the Corporation are hereby ratified, approved and
adopted in all respects; and be it further
RESOLVED, that the proper officers of the Corporation be, and they
hereby are, authorized in the name and on behalf of the Corporation, to take any
and all action which they may deem necessary or advisable in order to effect the
registration or qualification (or exemption therefrom) of the Securities for
issue, offer, sale or trade under the Blue Sky or securities laws of any of the
States of the United States of America as well as in any foreign jurisdiction
and political subdivisions thereof, and in connection therewith to execute,
acknowledge, verify, deliver, file or cause to be published any applications,
reports, consents to service of process, appointments of attorneys to receive
service of process and other papers and instruments which may be required under
such laws, and to take any and all further action which they may deem necessary
or advisable in order to maintain any such registration, qualification or
exemption for
as long as they deem necessary or as required by law, and that the execution by
such officers of any such paper or document, or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Corporation and the ratification by the Corporation
of the papers and documents so executed and the actions so taken; and be it
further
RESOLVED, that the Corporation is hereby authorized to list the
Securities on any public exchanges, and that the proper officers of the
Corporation are hereby authorized on behalf of the Corporation to execute all
listing applications, fee agreements and other documents in connection with the
foregoing; and be it further
RESOLVED, that the proper officers of the Corporation be, and they
hereby are, authorized to take all such further action and to execute all such
further instruments and, and to pay all expenses and taxes as in their judgment
shall be necessary, proper or documents in the name and on behalf of the
Corporation and under its corporate seal or otherwise advisable in order fully
to carry out the intent and accomplish the purposes of the foregoing
Resolutions; and be it further
RESOLVED, that the proper officers of the Corporation shall have the
authority to further delegate, in whole or in part, the authority provided in
these Resolutions to any other officer or employee of the Corporation.