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REPUBLIC OF THE PHILIPPINES )

____________________________ ) S.S.

SECRETARY’S CERTIFICATE

I, ________________________________, of legal age, Filipino, with office address at


_______________________________________________________ after having been sworn in accordance with
law, hereby depose and say as follows:

1) That I am the duly elected and incumbent Corporate Secretary of


______________________________________, a corporation duly organized and existing and by virtue of
the laws of the Republic of the Philippines, with principal office and place of business and the above-stated
address:

2) That as such Corporate Secretary, I am the custodian of the corporate records of


______________________________________, including the Minutes of meetings of Board of Directors.

3) That at the Meeting of the Board of Directors held at its principal place of business at
_______________________________________________________ on _______________________
during which a quorum was present and acted throughout, the following resolution was unanimously
approved:

RESOLVED that East West Banking Corporation, NEW MANILA BRANCH, be as it is


hereby designated as the bank in which the funds of this corporation shall be deposited/invested/placed.
CORPORATE SECRETARY

Accordingly, the corporation may also request for reactivation of placement account or accounts with the
said bank as the need arises, such as, but not limited to Current, Savings, Time deposit, Trust accounts,
Foreign Exchange and whether the same be a Peso account, or any other form of currency, (e.g. US dollar
accounts).

RESOLVED further, that the Corporation be, as it is hereby authorized to avail of EWBC’s cash
management products, facilities and services, including but not limited to account services, basic banking
services, payroll services, disbursement services, collection services, liquidity services, and other services;

RESOLVED further, that the Corporation be, as it is hereby authorized to avail of or otherwise
utilize EWBC’s Online Banking Corporate Facility, which includes but is not limited to online balance
inquiries of, fund transfers to and from, basic banking services, account services, and payments from the
Deposit Accounts of the Corporation with EWBC;

RESOLVED further, that any and all withdrawals from the corporation’s account, including
checks, notes drafts drawn against said bank account or accounts as well as any other debit instructions or
transfer of funds to or from any of the corporation’s accounts shall bear the signature(s) of any (
) of the following:

NAME POSITION SPECIMEN SIGNATURE

RESOLVED further, that the Board of Directors hereby authorizes the Corporation to invest in or
purchase investment products offered by or through East West Banking Corporation (“Bank”), such as but
not limited to fixed income/bonds, foreign exchange, derivatives and deposits (collectively, the
“Transactions”);

RESOLVED future, that the Board of Directors affirms that (a) the Corporation has competent
and qualified personnel to handle the Transactions, (b) it has appropriate risk management techniques and
system sufficient to manage and monitor the risk relating to the Transactions, (c) it will obtain independent
legal, regulatory, tax, business, investment, financial and accounting advice if it deems necessary, and (d) it
has carefully considered and understood the nature and risk of the Transactions and believed that they are
appropriate for, and in the commercial interests of, the Corporation;

RESOLVED further, that any ( ) of the authorized signatories listed above may from
time to time, on behalf of and in the name of the Corporation:

(a) complete and/or update the Client Suitability Assessment Form (CSAF) and such other
suitability assessment document that may be prescribed by the Bank and for this purpose, provide
information on the Corporation such as but not limited to the Corporation’s investment
objectives, investment experience and risk tolerance;
(b) enter into Transactions under such terms and conditions as such Authorized Signatories may
deem appropriate, notwithstanding the fact that the risk ratings of the Transactions may exceed
the risk profile of the Corporation based on the results of the aforementioned Client Suitability
Assessment Form (CSAF) or other suitability assessment document;
CORPORATE SECRETARY

(c) open/close investment accounts and/or sign and deliver any account opening and other related
documentation in respect of the transactions including the applicable forms as required by

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Philippine Depository & Trust Corporation (PDTC), Bureau of Treasury, and other related
registry/depository entities, as required from time to time by the Bank.
(d) give and/or sign (i) instructions for the payment of money, or the delivery of securities, to or
from any account maintained by the Corporation with the Bank, (ii) payment instruments in the
form of cheques, drafts, money orders, cashier’s order or the other similar instrument and (iii)
instructions in writing in respect of the settlement or performance of Transactions, including with
or without limitation, notices exercising any option or other right of election under any
Transaction;

RESOLVED further, that in addition to the afore cited signatories, any one of the following
corporate personnel has the authority to inquire on matters pertaining to the corporation’s accounts e.g.
outstanding balances, as well as the authority to CONFIRM the due issuance of the corporation’s checks,
the correctness of all the entries thereon and/or the regularity (vis-à-vis technical deficiencies) of the same
and any other related transaction matters:
NAME POSITION SPECIMEN SIGNATURE

4) That EWBC be furnished a copy of the foregoing resolutions for its guidance and so that it may continue to
rely on the authorities conferred, unless and except to the extent that the foregoing resolutions shall be
revoked or modified by any subsequent resolutions of the Board of Directors and of the Stockholders of the
Corporation.

5) That the Corporation hereby unconditionally and absolutely holds East West Banking Corporation free and
harmless from any and all liability, loss, claims, and/or damages arising from or in connection with its
reliance on the foregoing powers and authorities granted to the authorized signatories of the Corporation
and their designees.

6) That I am executing this Secretary’s Certificate for whatever legitimate purpose it may serve.

IN WITNESS WHEREOF, I have hereunto affixed my signature this ____ day of _______________ at
_______________.

______________________________
CORPORATE SECRETARY

SUBSCRIBED AND SWORN to before me this _____ day of _________ at ______________________,


affiant exhibiting to me his Government issued ID with number ______________ issued on ___________________.

NOTARY PUBLIC
Doc. No. _________;
Page No. _________;
Book No. _________;
Series of _________.

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