Secretary's Certificate. Draft BYNHN Edited

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Republic of the Philippines }

} S.S.

SECRETARY’S CERTIFICATE

I, JOSIAN R. PALERO, Filipino, of legal age, with postal address at Prk.


Kaimito Bray. Caridad Ibaba Atimonan, Quezon being duly appointed acting Corporate
Secretary of the Bayanihan Bank, Inc. doing business under the name and style
Bayanihan Bank (A Rural Bank) (the “Corporation”), a corporation duly organized and
existing under Philippine laws, with principal office address at XXXXXXXXXXXX,
hereby, certify under oath that:

1. During the regular meeting of the Board of Directors of the Corporation,


on 02 August 2023, held at Wild Flour Restaurant Esperanza St. Greenbelt 3 Ayala
Center Makati, at which a quorum was present and acting throughout, the following
resolutions were passed, approved and adopted:

“RESOLVED, as it is hereby resolved, that the Corporation,


constitute and appoint MS. ELSIE R. FETALCORIN, its Chief
Internal Auditor/Compliance Officer, as the Corporation’s Attorney-in-
Fact, to act for and on behalf of the Corporation, in filing and instituting
a case/cases against Evelyn Bertoso, Winifreda Sarmiento, Mario De
Celis, Shierlyn Antazo, Crisanto Valenzuela, and other John Does and
Jane Does, in all proceedings before the Office of the City Prosecutor,
court proceedings, mediation conferences, other forms of alternative
dispute resolution, pre-trial, trial, appeal, special civil action, petition
for review, or any and all stages and proceedings, arising from or in
connection with the case/cases filed against the aforementioned
individuals, especially the case to be filed against Evelyn Bertoso,
Winifreda Sarmiento, Mario De Celis, Shierlyn Antazo, Crisanto
Valenzuela, and other John Does and Jane Does, for Qualified Theft, as
well as the power to engage and terminate services of counsel for said
cases, with full and special power and authority to do and perform the
following:

a. To sign the Complaint-Affidavit and its amendment, if any, as well as


any other pleading relative to the above-stated;

b. To represent the Corporation in all proceedings before the Courts and


appropriate Office of the City Prosecutor;

c. To negotiate, conclude, enter into and execute a compromise or


amicable settlement of the case, under such terms and conditions as the
said attorneys-in-fact may deem just and reasonable;

d. To submit to alternative modes of dispute resolution, including


mediation;

e. To agree to the simplification of issues;

f. To verify, certify, and sign under oath any verification or certification,


or other documents to comply with procedural requirements;

g. To substitute, supplement and amend pleadings;


h. To make and obtain stipulations or admissions of facts and of
documents to avoid unnecessary proof;

i. To limit the number of witnesses;

j. To agree to avail of the discovery procedures under the Rules of Court;

k. To agree to a preliminary reference of issues to a commissioner;

l. To agree to rendering judgment on the pleadings, summary judgment,


or a dismissal of the action should a valid ground therefore be found to
exist;

m. To agree to a suspension of the proceedings and set the dates of hearing


of the case;

n. To do and agree on such other matters as may aid in the prompt


disposition of the action; and

o. To delegate or assign any of the specific authorities mentioned above.

RESOLVED FURTHER, that the Corporation hereby gives and grants unto said
Attorney-in-Fact full power and authority whatsoever requisite or necessary or proper to
be done in and about the premises as fully to all intents and purposes as it might or could
lawfully do, and ratifies and confirms all that said Attorney-in-Fact shall do or cause to
be done under and by virtue of these presents.”

2. The foregoing resolutions have not been amended or modified, and may
be relied upon until notice to the contrary is received from the Corporation.

IN WITNESS WHEREOF, I have hereto affixed my signature this __ day of


__________________ in __________________.

JOSIAN R. PALERO
Corporate Secretary
SUBSCRIBED AND SWORN TO before me this ___ day of _________ 2023,
at _______________________, Philippines, by affiant who is personally known to me,
exhibiting to me his/her ___________________.

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 2023.

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