Secretarys Certificate to Sell Real Property

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, that the President, _____________,be authorized to act for and in behalf of the corporation to SELL, TRANSFER AND CONVEY to any interested person or entity who is willing, ready and able to buy, under such terms and conditions and in such price he may deem favorable, a certain parcel of land described below located in _____________ which is owned and registered in the name of the corporation, and in furtherance of and for the implementation of the power and authority thus granted, to sign, make and execute such documents as may be necessary.”

(Technical Description of Property)

“RESOLVED, FURTHER, to grant to the President, _____________, full power and authority to do and perform all and every act requisite or necessary to carry into effect the foregoing authorities.”

I FURTHER CERTIFY that the person herein designated as officer of this Corporation has been duly elected in accordance with the By-Laws and now hold the office/title in this Corporation as stated herein.

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary Attested to by:

President

(JURAT)

Secretarys Certificate to Purchase Motor Vehicle

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, that the General Manager, _____________, be authorized to act for and in behalf of the corporation to PURCHASE one (1) motor vehicle, described as follows:

(Technical Description of Vehicle)

under such terms and conditions that he may deem beneficial and advantageous to the corporation.

“RESOLVED FURTHER, That _____________, in his capacity as General Manager, be as he is hereby authorized to sign, execute and deliver such documents as may be necessary in furtherance of the power thus granted.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary Attested to by:

President

(JURAT)

(Jiri Doucette)

Secretarys Certificate to File Cases with Full PreTrial Authority

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, as it is hereby RESOLVED that the Chairman of the Board, _____________, the President, _____________, and the General Manager, _____________, be, as they are hereby authorized, individually and separately, to bring, file, initiate and institute cases, complaints, petitions and any and all actions for and in behalf of, and to protect and vindicate the rights, of the corporation as to any and all matters affecting its interests, properties, business, good will, as well as to defend the corporation in any and all actions that may be brought or filed against it in any court, tribunal, administrative or quasi-judicial body or forum, with full and special power and authority (a) to cause and authorize the preparation and filing of all pleadings, motions, memoranda, affidavits, and such other papers or documents as may be needed in the course of the trial, (b) to sign and execute all verifications and certifications of non-forum shopping and other procedural requirements for pleadings filed on behalf of the Corporation for any and all cases instituted or to be instituted by or against the Corporation; (c) to appear for and in behalf of the corporation in all mediation proceedings and judicial dispute resolution hearings; (d) to enter into amicable settlements or compromises, (e) to submit to alternative modes of dispute resolution, (f) to enter into stipulations or admissions of facts and of documents, (g) to exercise acts enumerated under Section 2, Rule 18 of the Revised Rules of Court, and (h) to appoint and secure the services of a legal counsel or attorney-at-law to represent the corporation in the above-mentioned actions or proceedings.”

“HEREBY GIVING AND GRANTING unto the said persons full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises and hereby ratifying and confirming all that the said persons shall lawfully do or cause to be done by virtue of this Authority.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary:Attested to by:

President

(JURAT)

Secretarys Certificate to Apply for a Loan Credit Accommodation

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, that the Corporation shall apply for and secure a loan or credit accommodation from __Name of Bank / Financing Company__ in such amounts and under such terms and conditions as the Officers authorized herein may deem appropriate and that any TWO of the following three corporate officers: the President _____________; the Vice-President _____________; or Corporate Secretary _____________, be hereby authorized for and in behalf of the corporation to apply and negotiate for the said loan or credit accommodation with __Name of Bank / Financing Company__ in such amounts and under such terms and conditions as they may deem proper, expedient and beneficial to the corporation.”

“RESOLVED, FURTHER, that any TWO of the three corporate officer named herein be hereby authorized to convey to __Name of Bank / Financing Company__, by way of mortgage/pledge/assignment, any and all of the corporate assets of the corporation as security for the credit accommodation extended to the latter and to sign for and in the name of the corporation all mortgages, pledges/assignments and/or other instruments conveying such corporate properties to any person, bank or financing institution by way of security, including applications for loan, promissory notes, deeds of undertaking, and such other documents which may be required by the Bank in connection with the loan or credit accommodation; to negotiate for the renewal or extension of the loan accommodation and to accept all the additional or modified terms and conditions which __Name of Bank / Financing Company__ may impose with full power and authority to sign all such contracts or documents embodying such additional or modified terms and conditions and to do such other acts necessary in furtherance of the foregoing authority.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary: Attested to by:

President

(JURAT)

Secretary’s Certificate Granting PreTrial Authority to Legal Counsel

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, as it is hereby RESOLVED, to name, constitute and appoint Atty. __________________________, with office address at _____________, Philippines, to be the true and lawful Attorney-in-Fact of the corporation at all the hearings, proceedings, pre-trial conference, mediation and juridical dispute resolution proceedings and all incidents of the case entitled “_____________, Plaintiff versus _____________, Defendant” pending in the Regional Trial Court, Branch ______, _____________ City, docketed as Civil Case No. _____________, on such date or dates as may be agreed upon by the parties of directed by the Honorable Court with full and special power and authority (A) to enter into an amicable settlement, (B) to submit to alternative modes of dispute resolution, including but not limited to mediation and judicial dispute resolutions, (C) to enter into stipulations or admissions of facts and of documents, and (D) to exercise acts enumerated under Section 2 of Rule 18 of the Revised Rules of Court;

“RESOLVED FURTHER, to authorize Atty. __________________________ to cause the preparation, execute and sign pleadings, motions, memoranda and such other documents as may be needed in the course of the trial, as well as to submit and present evidence in behalf of the corporation;

“RESOLVED FINALLY, to give and grant unto Atty. __________________________ full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises and hereby ratifying and confirming all that the said attorney-in-fact shall lawfully do or cause to be done by virtue of this special power and authority granted.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary Attested to by:

President

(JURAT)

Secretary’s Certificate Designating Depositary Bank

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – – – x

SECRETARY’S CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

I, the undersigned Corporate Secretary of __Name of Corporation__, INC., a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said corporation held at its principal office in _____________, Philippines on _____________, duly called for the purpose, a quorum being present and acted throughout, the following resolutions were unanimously adopted, and are now in full force and effect, to wit:

“RESOLVED, that __Name of Bank__ (_____________ Branch), be as it is hereby designated depository of this corporation, the officers, agents and employees of this corporation be, and hereby are, and each of them are hereby authorized to pay, encash or otherwise honor and charge to this corporation any and all checks, notes, drafts, bills of exchange, acceptances, orders and other instruments for the payment of money or the withdrawal of funds including those which may cause an overdraft, when signed, made, drawn, accepted or endorsed on behalf of or in the name of this corporation by the President, _____________ or Vice-President, _____________, and Treasurer _____________.”

“RESOLVED, FURTHER, that all the foregoing authorities shall and continue to be in full force and effect until revoked or modified by written notice duly notarized actually received by bank at its office, wherein the account of this corporation is then maintained, setting forth a resolution to that effect certified to have been adopted by the Board of Directors of this corporation, provided that such notice shall not be effective with respect to any exercise of said authorities prior to the receipt thereof, nor with respect to any checks or other instruments for the payment of money or the withdrawal of funds dated to the date of such notice.”

IN WITNESS WHEREOF, I have hereunto affixed my signature this _____________ at _____________, Philippines.

Corporate Secretary Attested to by:

President

(JURAT)

Secretary’s Affidavit

Republic of the Philippines)
Province of ____________________)S.S.
City/Municipality of _____________)
xx

A F F I D A V I T

I, _____________, Filipino, of legal age, (single / married / widow), and a resident of _____________, Philippines, after being sworn to in accordance with law, depose and state:

1.That I am the duly elected Corporate Secretary of __Name of Corporation__, INC.;

2.That the said corporation is filing an application to increase its authorized capital stock from __________________________ (p___________) to __________________________ (p___________)common shares and that in connection with the aforesaid application for the increase of its authorized capital stock, a written waiver of the nonsubscribing stockholder(s) is required;

3.That several of the non-subscribing stockholders have executed written waivers expressly waiving their pre-emptive rights to subscribe to the increase in the authorized capital stock;

4.That as to the other non-subscribing stockholders, NOTICES were sent to their last known address informing them of their pre-emptive rights to subscribe to the increase in the authorized capital stock in proportion to their stockholdings and were given ten (10) days from receipt of the NOTICE within which to exercise their right to subscribe to the increase;

5.That despite due notice, however, the other nonsubscribing stockholders did not or failed to exercise their preemptive rights within the period given and as such are deemed to have waived their rights to subscribe to the increase in the authorized capital stock;

6.That I am executing this Affidavit to attest to the veracity of the abovementioned facts and for the purpose of requesting this Honorable Board/Commission to process the application for the increase in the authorized capital stock of the corporation.

IN WITNESS HEREOF, I have hereunto set my hand this _____________ in the _____________, Philippines.

corporate secretary

(JURAT)