SECRETARY’S CERTIFICATE
I, ___________, of legal age, married, Filipino citizen, and a resident of
_______________, after being duly sworn in accordance with law, depose and state
that:
1. I am the duly elected and qualified Corporate Secretary of _____________, a
corporation duly organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal office address at
__________________________.
2. At regular meeting of the Board of Directors of the Corporation duly held on
_________________, during which a legal quorum was present and acting
throughout, the following resolution was duly and unanimously approved and
adopted:
BOARD RESOLUTION
RESOLVED, the ________________ be, and is hereby, designated as
depository of the funds/monies of
_________________________________, and that the Corporation be, and
is hereby, authorized to open and/or maintain and operate savings,
time, current and/or trust accounts with __________________, and/or
any of its branches.
RESOLVED, FURTHER, that any TWO (2) of the following
officers/persons be, as they are hereby, authorized, for and on behalf of
the Corporation, (i) to sign, execute and/or deliver any and all
documents, papers, instruments, forms, agreements or contracts in
connection with or as may be required by, appropriate, necessary,
and/or incidental to (a) the opening, operation and/or management of
any and all account(s) of the Corporation with or investment of any
funds of the Corporation through BANK, (b) the availment by the
Corporation of any and all services/facilities of BANK, and the
operation and/or management of the said services/facilities, and (c) the
Corporation’s application for and enrollment in electronic channels and
appointment of its users as well as the operation and/or management
of the same; (ii) to withdraw or transfer the funds/monies of the
Corporation by checks, receipts, drafts, bills of exchange, withdrawal
slips, orders for payment or otherwise; (iii) to sign, endorse, draw,
accept, make, execute and/or deliver, for negotiation, payment, deposit
or collection, checks, receipts, drafts, bills of exchange, orders for
payment and/or other similar instruments in connection with the said
account(s) thereof and sign any and all documents which
_____________ may require in connection therewith:
Name Position
Chairman
Vice-Chairman
President
Treasurer
RESOLVED, FURTHERMORE, that ________________, its directors,
officers, employees, agents or authorized representatives are each
entitled and authorized to rely on these instructions as valid, binding
and effective upon the Corporation and that ____________ shall not be
liable for any act done or suffered by them in reliance of the above
instructions it being understood that any and all risks and cost arising
from the above instruction shall be for Corporation’s sole and exclusive
account.
RESOLVED, FINALLY, that all things/acts done and documents
executed and entered into by the aforementioned signatories pursuant
to and in accordance with the foregoing authorities are hereby affirmed,
confirmed and ratified. Likewise all things/acts done and document
executed and entered into on behalf of the Corporation prior to this
Resolution are hereby affirmed and confirmed and ratified.
3. I hereby certify that below are the specimen signatures of the above-named
officers/persons duly authorized and empowered to do and perform the
acts/transactions enumerated in the above-quoted Resolution of the Board of
Directors of the Corporation:
Name Position Specimen Signature
Chairman
Vice-Chairman
President
Treasurer
4. The Corporation has a Board of Directors compose of EIGHT (8) members and
the following are the current members of the Board of Directors elected in the
annual meeting of Stockholders held on __________________.
Name Position
Chairman
Vice-Chairman
President
Treasurer
5. The principal officers of the Corporation elected in the Organizational Meeting
of the Board of Directors held on _____________ are as follows:
Name Position
Chairman
Vice-Chairman
President
Treasurer
6. The forgoing information is in accordance with and form part of the records of
the Corporation and the Securities and Exchange Commission and they have
neither been amended nor revoked.
7. The above Resolution is valid, binding and subsisting and shall continue to be
the valid, binding and subsisting instruction of the Corporation such that
___________________________, its directors, officers, employees, agents or
authorized representatives have the subsequent Secretary’s Certificate or Board
Resolution expressly superseding/invalidating the above referred Resolution.
IN WITNESS WHEREOF, I have hereunto affixed my signature at
______________ on ____________________.
___________________________
Corporate Secretary
Attested by:
_______________________
President
SUBSCRIBED AND SWORN TO before me at ___________________, on
_____________, affiant exhibiting to me his Identification Documents ______________
with No. ______________________ issued at _____________ on _________________,
and expires on ________________________.
NOTARY PUBLIC
Doc.No.:________;
Page No.:________;
Book No.:________;
Series of:_________;
MB-X-RLD-1-t/Nov. ‘15
