REPUBLIC
OF THE PHILIPPINES )
CITY OF ____________________ ) S.S.
CITY OF ____________________ ) S.S.
SECRETARY’S CERTIFICATE
KNOW
ALL MEN BY THESE PRESENTS:
I, (NAME OF CORPORATE SECRETARY), of legal age, Filipino, with
residence at (Residential Address),
after having been duly sworn to in accordance with law, depose and say:
1) That
I am the duly elected Corporate Secretary of (NAME OF CORPORATION), duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with principal office
and business address at (Address of the
Corporation);
2) That
I do hereby CERTIFY that during the special meeting of the Board of Directors
of said corporation held at its principal office in (Principal Office Address of the Corporation) on (Date of Meeting), 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 in view of the ongoing sale by the existing directors and shareholders of
the corporation’s shares of stock to upcoming shareholders and directors, a new
COMPANY ADMINISTRATOR of (NAME OF CORPORATION) is hereby
appointed in the name of (NAME OF NEW COMPANY
ADMINISTRATOR), of legal age, Filipino, married, and a resident of (Residential Address), to represent the
corporation in all matters relating to its primary and secondary purpose and/or
to act for and in behalf of the corporation in all its business
dealings/transactions with its suppliers, clients or customers, to include but
is not limited to the processing, transacting and following up all matters
relevant to the corporation’s purpose including the examination of all
documents and financial records and bank accounts of the corporation;
“RESOLVED
FURTHER, that the said officer of (NAME
OF NEW COMPANY ADMINISTRATOR) is hereby directed, authorized and empowered
in the name and in behalf of the corporation, to sign, execute, and deliver
documents and appropriate agreements or other instruments, in connection
hereof;
“RESOLVED
FURTHER, that said authorized officer, singly and without concurrence, be
likewise directed and empowered to carry into effect this resolution and each
document as executed and delivered pursuant thereto;
“RESOLVED
FURTHER, that the Corporation hereby ratifies and confirms all that the
authorized officer may lawfully due or cause to be done under and by virtue of
his presence;
"RESOLVED
FINALLY, that all the previous same authorities given to former officers of the
corporation are hereby revoked in view of the upcoming composition of the new
Board of Directors and the interim appointment of new officers of the
corporation.”
IN
WITNESS WHEREOF, I have hereunto affixed my signature this (Date of Signing) at (Place
of Signing), Philippines.
(NAME OF CORPORATE SECRETARY)
Corporate Secretary
SUBSCRIBED
AND SWORN to before me, this (Date),
at (Place), Philippines, affiant
exhibiting to me his (ID Details)
issued on (Date Issued) at (Place Issued).
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of _____.
Page No. _____;
Book No. _____;
Series of _____.
