The letter application should be accompanied by a certified copy of the resolution of the applicant's board of directors authorizing such application and naming the proposed depositary. The certification should state that a majority of the applicant's board of directors, exclusive of any director who is an officer, director, trustee or partner of the proposed depositary, was present and voted for the resolution at the meeting at which it was adopted.
N.Y. Comp. Codes R. & Regs. Tit. 3 § 109.2