SECRETARY’S CERTIFICATE
I, _________________________________, Filipino citizen, of legal age, and with office address
at __________________________________________________, being the duly qualified and
incumbent Corporate Secretary of [NAME OF CORPORATION], a domestic corporation duly
organized and existing under and by virtue of the laws of the Republic of the Philippines, with
principal office address at [address of corporation] (the “Corporation’), do hereby certify that:
1. At a meeting of the Board of Directors of the Corporation held on [date of meeting] at
[place of meeting], at which a quorum was present and acting throughout, the following
resolutions were unanimously approved:
RESOLVED, that [NAME OF CORPORATION] (the “Corporation”) be authorized,
as it is hereby authorized, to transact with BDO UNIBANK INC., its trust
department, any of its branches, its subsidiaries and affiliates (singularly or
collectively referred to as “the Bank”) for the obtainment of loan facilities and
availment of banking products and services;
RESOLVED, FURTHER, that in this regard, the Corporation be authorized, as it
is hereby authorized, to do the following:
1. OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. To open, maintain
and manage, in the name of the Corporation, any number of savings/
current/ time and other accounts with the Bank or any of its branches,
hereinafter to be referred to as the “Depository Accounts”, and in this
regard, to:
1a. Deposit to and withdraw from the any of the Depository Accounts, in
whatever form and manner, and in such amounts as the Corporation
may deem appropriate or necessary;
1b. Close any of the Depository Accounts and ask, demand, sue for,
collect, and receive the proceeds of such Depository Account in the
name of the Corporation;
1c. Receive, accept, endorse and negotiate all checks, drafts, or orders of
payment payable to the Corporation or its order which may require the
Corporation’s endorsement.
2. AVAIL OF CREDIT FACILITIES. To apply for, negotiate and obtain loans
or other credit accommodations or facilities, including but not limited to
letters of credit, trust receipts, bills purchases, foreign exchange
settlement lines, from time to time, in amounts which may be required by
the Corporation, which authority shall include renewals, extensions, re-
availments, restructurings, amendments or conversions into other credit
forms or types, and in this regard, to:
2a. Execute, sign and deliver from time to time the relevant loan
agreements, promissory note/s, trust receipts and all other documents
pertinent to the accommodations / facilities referred to above;
2b. Avail of products and services offered by the Bank’s Transactional
Banking Group, such as collection and disbursement services,
liquidity management, account services, retail products and to be
bound in accordance with and subject to the Bank’s rules and
regulations, terms and conditions governing the same;
3. TRANSACT TRADE RECEIVABLES. To negotiate for the sale of the
Corporation’s accounts receivables to various investors under the Bank’s
Trade Receivables Brokering/ Receivables Brokering arrangements;
4. TREASURY PRODUCTS AND INVESTMENTS-
a. To enter into foreign exchange dealings/transactions with the Bank, such as
buying and selling of foreign exchange
b. To avail of and engage in the Bank’s Treasury products and investments such
as but not limited to investments or dealings in or purchases of government
securities, corporate bonds, derivatives, swaps and repurchase agreements (the
“Treasury Products”):
c. To appoint BDO Unibank, Inc. ( the “Bank”) as the corporation's true and lawful
attorney, to act for its name and in its behalf in transacting business directly or
indirectly with the appropriate securities registry and/or a third party custodian
duly accredited by the Bangko Sentral ng Pilipinas (“BSP”) in accordance with
BSP Circular No. 392, 428 and 524 dated July 23, 2003, April 27, 2004 and
March 31, 2006 respectively, to do and perform every act necessary that the
company might or could do in reference to any and all corporate and government
securities holdings of the company”;
5. MONEY MARKET TRANSACTIONS. To invest in money market
placements and other instruments with the Bank, its subsidiaries and
affiliates, including non-bank financial institutions;
6. TRUST, INVESTMENT MANAGEMENT AND AGENCY
TRANSACTIONS. To open, maintain and manage in the name of the
Corporation any number of trust, investment management and other
agency accounts with the Bank’s trust department and to give any and all
instructions and approvals that may be required for the administration,
including withdrawals and closure, of these accounts.
7. ELECTRONIC BANKING SERVICES. To register with and avail of the
Electronic Banking Services of the Bank in connection with the foregoing
transactions which may include balance inquiries, bills payments, funds
transfers from and to the Depository Accounts;
8. TRANSACT WITH RELATED COMPANIES. To transact with the Bank’s
other subsidiaries affiliates, and related companies;
9. MORTGAGE, PLEDGE, ASSIGN COMPANY PROPERTY. To mortgage,
pledge, assign or otherwise encumber properties of the Corporation,
whether real or personal, as collateral’s for credit accommodations
extended by the Bank.
10. TRANSACTION BANKING PRODUCTS AND SERVICES . To avail itself
of the products and services of the Bank’s Transaction Banking Group
(TBG) such as without limitation to, integrated disbursement services
(“IDS”), payment collection services, payroll services, Cash Card
services, electronic banking services, corporate internet banking (“CIB”)
services, and such other existing and future products and services of TBG
(collectively, the TBG Products and Services”) and be bound in
accordance with and subject to the Bank’s rules and regulations, terms
and conditions and/or agreement (s) to be entered into with the Bank for
the use and availment of the TBG Products/Services;
11. BANK CERTIFICATION . To give blanket authorization to BDO Unibank,
Inc ( “BDO”) to issue certificates of bank deposit/placements in favor of
various institutions, both government and private, with respect to the
Corporation's account (“Account/s”)
RESOLVED, FURTHER, that any one two all _________ of the
following officers of the Corporation:
NAME POSITION/ TITLE
be authorized, as they are hereby authorized, to enter into the above-specified
arrangements with the Bank under such terms and conditions as the said
individuals may deem necessary and to accordingly execute, sign, deliver and/or
perform any and all contracts, instruments, documents, instructions or writings
with or to the Bank that may be necessary for the implementation of the
foregoing transactions.
RESOLVED, FURTHER that the Corporation ratifies and confirms, as it hereby ratifies and
confirms, all that the above named individuals may lawfully do or cause to be done by virtue of
these authority given to them.
RESOLVED, FURTHER that the following are the incumbent officers of the Corporation, namely:
NAME POSITION / SIGNATURE
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
RESOLVED, FURTHER that the following are the current members of the Board of Directors of
the Corporation, namely:
NAME
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
RESOLVED FURTHER that the following is the list of principal stockholders owning at least 2% of
the capital stock of the Corporation.
NAME POSITION / SIGNATURE
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
_______________________ ______________________________
RESOLVED, FINALLY, that the foregoing Resolutions shall remain valid and subsisting
unless otherwise revoked or amended in writing by the Corporation and duly served on
the Bank.
IN WITNESS WHEREOF, this certification has been signed this day of
________________________.
ATTESTED BY:
____________
President
[NAME OF CORPORATE SECRETARY]
Corporate Secretary
\
SUBSCRIBED AND SWORN TO before me at ________________________ on
_____________________ affiant exhibiting to me his/ her Competent Evidence of Identity No.
_________________________________ issued on _______________________ at
________________________.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of _____;
