Secretary's Certificate of The Board Resolution-BLANK
Secretary's Certificate of The Board Resolution-BLANK
Secretary's Certificate of The Board Resolution-BLANK
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SECRETARY’S CERTIFICATE
I, TRINIDAD TERETIT of legal age, Filipino, and with office address at 904 E.
PANTALEON ST. BARANGKA ITAAS, MANDALUYONG CITY being first duly sworn
in accordance with law, depose and certify that:
2. As Corporate Secretary, I have custody and access to the corporate records of the Corporation;
3. On the 1st day of December, 2018, at the special meetings of the Board of Directors and
stockholders of the Corporation, held separately at the principal office of the Corporation, at
which all members of the Board of Directors of the Corporation were present and acting
throughout, and stockholders constituting at least two-thirds (2/3) of the outstanding capital
stock were present or represented by proxy, the following resolutions were unanimously
approved and adopted by a majority of the Board of Directors present and of the stockholders
constituting at least two-thirds (2/3) of the outstanding capital stock of the Corporation, and
the same have not been annulled, revoked or amended in any way whatsoever and are in full
force and effect on the date hereof :
others : _______________________________________________
_______________________________________________
GERRY R. BAUTISTA
RESOLVED FURTHER, that the above signatories are authorized to execute, sign
and deliver any or all paper and documents required for the opening, maintenance or
withdrawals from said Deposit Account/s in behalf of the Corporation, including all checks,
withdrawal slip, drafts and other acceptable orders for the payment of money drawn against
the Deposit Account/s; endorse checks, drafts and other instruments for deposit to the credit of
the Corporation and/or for collection for the account of the Corporation.
RESOLVED FURTHER, that the named signatories signing in the manner indicated
above (singly or jointly) are likewise authorized and empowered by the Corporation to
transact corporate business of whatever kind or nature with or through the Bank, at any time
and for such amount/s and under such terms as may be determined by said officers including,
but without limiting the generality of the foregoing, the authority to invest the funds of the
Corporation, through the investment outlets / deposit products of the Bank such as time
deposits, money market or trust and other deposit placements; borrow, apply for, negotiate
and/or secure credit accommodations/facilities from the Bank such as letters of credit, loans,
etc., under such terms and conditions deemed by said officers to be advantageous to the
Corporation, effect renewals or extensions thereof, with or without security, and/or bind the
Corporation as a guarantor or surety to the obligation of third persons to the Bank; assign,
mortgage or otherwise hypothecate the deposits/funds in the said deposit account to secure the
loans/obligations of the Corporation and that of with the Bank; make, execute and/or deliver
to the Bank and all documents/agreements/negotiable instruments necessary to effect the
corporate transactions that may be entered into by said officer with the Bank, such as
investment agreements, letters of credit, draft, bills of exchange, trust receipts, bills purchase
agreements, cash transport agreements, payroll service agreements, cash management service
agreements to include but not limited to: Corporate Cash Card Program, Disbursement,
Collection and Electronic Banking services, undertakings, guaranties, surety agreements,
assignments, pledges, mortgages, and to rent a safety deposit box, etc.; enter into settlements
with the Bank in all matters affecting the corporate transactions made in accordance with the
authorities granted herein.
RESOLVED FINALLY that any and all corporate transactions entered into by above
named officers of the Corporation pursuant to the foregoing resolutions shall be valid and
binding against the Corporation and its successors and assigns until the Bank shall have
received a notarized Corporate Secretary’s Certification of a Board resolution of the
Corporation revoking or modifying the aforesaid Board resolutions.
4. The foregoing Board resolutions are in accordance with and does not in any way contravene
any provision of the Articles of Incorporation or By-laws of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand as such Corporate Secretary this
_______________________ in ____________________________.
TRINIDAD TERETIT
Corporate Secretary
Doc. No.
Page No.
Book No.
Series of 20___.