SECRETARYS CERTIFICATE I, ____________________, of legal age, Filipino, married and with postal address at _______________________________, do hereby certify that:
1. I am the duly elected and incumbent Corporate Secretary of
___________________________, a corporation duly organized and existing under and by virtue of the Laws of the Philippines, with principal offices at ____________________________________, and as such, I have custody and possession of corporate books and other records of corporation, including the minutes of meetings of Stockholders and Board of Directors of the corporation.
2. At the Regular Meeting of the Board of Directors of the Corporation
held on ______________ in its principal place of business, at which meeting a quorum was present and acting throughout, the following resolutions were passed:
RESOLVED, as it hereby resolved, that _____________________
(hereinafter referred to as the Corporation) be authorized and empowered, as it is hereby authorized and empowered, to institute or defend, and represent the Corporation in all legal proceedings in any administrative, civil and/or criminal case in any court of competent jurisdiction, or any other government tribunal or agency.
RESOLVED FURTHER, that _____________________ shall have the power
and authority to file, verify, sign the appropriate complaint or any initiatory pleading, execute the certificate of non-forum shopping; to file, verify, sign the appropriate answer, counter-affidavit or any responsive pleading; and file, verify, sign the appropriate pleading, quitclaim, motion necessary for the institution, prosecution, defense or termination of the administrative, civil or criminal case; RESOLVED, FURTHER, that ___________________________ shall have the power to appear at pre-trial, to offer, negotiate, accept, decide or enter into such amicable settlement of the case as the foregoing may consider fair, just and equitable, to enter into a stipulation of facts, simplification of issues, necessity or desirability of amendments to the pleadings, possibility of obtaining stipulations or admissions of facts and of documents to avoid unnecessary proof, limitation of the number of witnesses, advisability of a preliminary reference of issues to a commissioner, propriety of rendering judgment on the pleadings, or summary judgment, or of dismissing the action should a valid ground therefor be found to exist, advisability or necessity of suspending the proceedings and such other matters as may aid in the prompt disposition of the action.
RESOLVED, FINALLY THAT the Corporation further
authorizes ______________________ as its attorney-in-fact to represent and to act, either singly and/or jointly, for an in its behalf, with powers and authority to offer, negotiate, accept, decide or enter into such amicable settlement of the case as said attorneys may consider fair, just and equitable. 4. I hereby certify that the foregoing resolution has not been revoked, amended, or otherwise modified, and remain valid and subsisting. 5. With legal authority from the Corporation, I caused the preparation of the foregoing Certification to attest to the truth of the foregoing facts.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of this Corporation at the City of Angeles, Philippines, on this ___ day of February 2017.
Corporate Secretary
SUBSCRIBED AND SWORN to before me this __ day of February 2017
at Angeles City affiant exhibiting to me his ________________ valid until ______________ at Angeles City.