REPUBLIC OF THE PHILIPPINES )
CITY OF ________________________) S.S.
SECRETARY’S CERTIFICATE
I, (Name of the Corporate Secretary) of legal age, (Civil Status), Filipino and with office
address at (Residential Address), after having been duly sworn in accordance with law, hereby
certify:
1. I am the Corporate Secretary of (Name of the Corporation) a corporation duly organized and
existing under and by virtue of the laws of THE PHILIPPINES, with principal office at (Address of
the Corporation)
2. At a meeting of the Board of Directors of said Corporation, duly and regular called and held on
(Date of Special Meeting) at its principal office, a quorum being present and acted throughout,
the following resolutions were unanimously adopted and recorded in the minute books of said
Corporation, kept by me, and are in accord with and pursuant to the Articles of Incorporation and
By-laws of said Corporation, and are now in full force and effect, to wit:
A. DEPOSIT TRANSACTIONS
RESOLVED, that RIZAL COMMERCIAL BANKING CORPORATION (the “Bank”) and/or any of its
business centers, be as it hereby is designated as the depository of the moneys and funds of this
Corporation and that each of the officers, agents and employees of this Corporation is hereby
authorized to deposit any of the Corporation’s fund in the said Bank, and said Bank is hereby
authorized to pay, encash or otherwise honor and charge to this Corporation, without inquiry as to
whether the same be drawn or required for the Corporation’s business and benefit, any and all
checks, noted, drafts, bills of exchange, acceptances, orders or other instruments for the payment
of money or other withdrawal of funds, including those which may cause an overdraft, when
assigned, made, drawn, accepted or endorsed on behalf of or in the name of this Corporation by
ALL of the following officers (the “Authorized Signatories”):
Name Designation Signature
RESOLVED FURTHER, that the above-named Authorized Signatories have been granted the
following authority, with ALL of them signing thereon, to maintain, operate and manage in the name of
the Corporation the such account/s as may be deemed necessary (Depository Account/s) with the
Bank and to:
a. Open, manage, maintain and operate Depository Accounts with the Bank;
b. Deposit to and withdraw or make fund transfers from the Depository Account/s, in whatever form
and manner, and in such amount as the above officers may deem appropriate or necessary;
c. Receive, accept, endorse and negotiate all checks, drafts, or orders of payment payable to the
Corporation or its order that may require the Corporation’s endorsement;
d. Enroll and use the Corporation’s Depository Account/s with the Bank to serve as debit account/s
to fund the needs/requirements of its subsidiaries, affiliates, and/or such other third parties as may
be allowed by the Corporation, at its own discretion, subject to existing policies of the Bank
thereon; and
e. Avail of the different channels and/or facilities, including electronic/digital channels, being offered
by the Bank for banking transactions in relation to the Depository Account/s, including but not
limited to Electronic Instruction Agreement (EIA), RCBC Electronic/Online Banking etc.;
f. Reactivate dormant Depository Account/s;
g. Open additional Depository Account/s for and on behalf of the Corporation;
h. Close the Depository Account/s and ask, demand, sue for, collect, and receive the proceeds of
the Depository Account/s for and on behalf of the Corporation;
i. Assign and/or further nominate/delegate to its personnel as authorized representatives (the
“Authorized Representatives”), where no restriction has been provided by the Corporation, to
carry out certain acts, such as but not limited to: issuance of confirmation (whether written or
verbal) of banking transactions undertaken herein, receiving of checkbooks/passbooks/etc/; and
j. Close the Depository Account/s and ask, demand, sue for, collect, and receive the proceeds of
the Depository Account/s for and on behalf of the Corporation;
Legal Sec Cert Template 10/08/2020
k. Close the Depository Account/s and ask, demand, sue for, collect, and receive the proceeds of
the Depository Account/s for and on behalf of the Corporation;
l. Assign and/or further nominate/delegate to its personnel as authorized representatives (the
“Authorized Representatives”), where no restriction has been provided by the Corporation, to
carry out certain acts, such as but not limited to: issuance of confirmation (whether written or
verbal) of banking transactions undertaken herein, receiving of checkbooks/passbooks/etc/; and
m. Sign, execute, issue, confirm and/or deliver, in writing, verbally and/or digitally, any and/or all
agreements, contracts, instructions, instruments, requests and related documents, including bank
forms and/or renewals, amendments, addenda, etc., as may be required and accepted by the
Bank to implement the foregoing.
RESOLVED FURTHER, that the Bank is authorized to receive for deposit or collection any items
purporting to be endorsed in the name of the Corporation, accept and implement any of the banking
transactions undertaken pursuant to any and/or all of the authorizations granted above, and hereby
ratifying and approving all that the Bank may do or cause to be done, including execution of
agreements or contracts with such Authorized Signatories, or acting on the instructions, whether
written, verbal or digital, of said Authorized Signatories, including the nomination and/or further
delegation of certain authorizations to Authorized Representatives, on any and/or all of the matters
listed above, in relation to the Depository Account/s of the Corporation;
B. OTHER PRODUCTS AND SERVICES
RESOLVED FURTHER, that the Board approves the Corporation’s availment of such other products
and services being offered by the BANK, under such terms and conditions which the Bank may
prescribe for the Corporation’s availment, use and/or operation.
RESOLVED FURTHER, that the deposit account to be nominated as settlement account in relation to
said products/services belong only to the Corporation and is the only account where funds in relation
to said products/services shall be deposited/credited by the Bank.
RESOLVED FURTHER, that the following persons are appointed as the authorized signatories for the
availment of the products/services, with authority to execute, issue, enter into, deliver and/or submit
any and/or all documents, agreements, contracts as may be required by the Bank to implement the
foregoing:
Name Designation Signature
RESOLVED FURTHER, that the above-named officers are hereby authorized to negotiate for the
renewal or extension of the products/services from the Bank and to accept all the additional or
modified terms and conditions which the Bank may impose with full power and authority to sign all
such contracts of documents embodying such additional or modified terms and conditions;
RESOLVED FURTHER, that the Corporation understands that the Bank may require such further
authorizations and/or documentation as may be necessary for said products/services availment and
commits to comply with the same;
C. RESOLUTION APPLICABLE TO ALL THE RESOLUTIONS
RESOLVED FINALLY, that all the foregoing authorities shall continue to be in full force and effect
until the same has been superseded, modified and/or revoked by a resolution to that effect, as
subsequently adopted by the board of directors of the Corporation, duly attested in a notarized
certificate, issued by its duly-appointed Corporate Secretary and conveyed in a written notice actually
received by the Bank at its office where the account of the Corporation is then maintained, provided
that such notice shall not be effective with respect to any exercise of the said authorities prior to the
receipt thereof, nor with respect to any checks or other instrument for the payment of money or the
withdrawal of funds dated to the date of such notice, even those of services or products availed of
prior to the receipt of such notice , even if presented to the Bank prior to the receipt of such notice;
and that the Bank is hereby authorized at all times to rely upon the latest notice, certificate or
communication received by it when so authenticated by the Secretary or as Assistant Secretary of this
Corporation.”
3. I FURTHER CERTIFY that the following persons are the incumbent officers and directors of this
Corporation, duly elected in accordance with the Articles of Incorporation and By-Laws of the
Corporation and now hold the office/title in this Corporation set opposite their respective names:
BOARD OF DIRECTORS
NAME OFFICE/TITLE
4. I FURTHER CERTIFY that the following are the authentic, official signatures of the duly
authorized signatories of the Corporation as indicated in the above-quoted resolutions, to wit:
NAME OFFICE/TITLE SIGNATURE
5. The above-quoted board resolutions are the latest resolutions adopted by the board and are valid
and binding, and have not revoked, amended or repealed. These board resolutions shall be
deemed to have superseded, modified and/or revoked by all prior resolutions adopted by the
board of directors of the Corporation and all such prior resolutions shall have no further force and
effect, unless otherwise indicated herein.
6. This certification is being issued to attest to the truth of the foregoing statement and for whatever
purpose it may serve.
IN WITNESS WHEREOF, I have hereunto set my hands and affixed the seal of this Corporation,
this 2nd day of August, 2023 at Quezon City, Metro Manila.
__________________________________
Corporate Secretary
SUBSCRIBED AND SWORN to before me, a duly authorized notary public for and in the above-named
jurisdiction, on this ____________ day of _______________, 2023, affiant exhibiting to me
_____________________________ bearing his picture and signature.
NOTARY PUBLIC
Doc. No. __________
Page No. _________
Book No. _________
Series of 2023
