Secretary's Certificate

REPUBLIC OF THE PHILIPPINES          )
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 _____.