Board Reso - and Sec's Cert

MINUTES OF THE SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF

_____________________________________
ON _______________ AT _________________________
PRESENT:
ABSENT :
The meeting was called to order by the _____________________________ who presided

over the same, after the Corporate Secretary, _____________________ informed the Board that a
quorum was present.
The ___________________ informed the Board of the necessity of opening deposit

account/s and/or trust placement/s and obtaining loans and/or credit accommodation with any
banking/lending institution, to generate funds for the purpose of
_____________________________________. After a brief deliberation, and upon motion duly
seconded, the following resolution were unanimously adopted, passed and ratified, to wit:
“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be

authorized to open and maintain deposit account/s and/or trust placement/s with
CHINA BANKING CORPORATION, under such terms and conditions, as may be
mutually agreed upon, where its cash funds, any credit remittances or checks issued
in its favor, with or without endorsement, maybe deposited.”
“RESOLVED FURTHER, as it is hereby resolved, that the corporation be

empowered and authorized to apply for, negotiate, obtain loans from CHINA
BANKING CORPORATION, including the renewal, extension and/or increase
thereof and/or of its existing credit facilities in such amount(s) and under such
terms and conditions as may be mutually agreed upon, and to secure and guarantee
the payment of the aforesaid loans or credit facilities by means of mortgage, pledge,
assignment or any other form of encumbrance upon any and all properties or assets
of the corporation of whatever kind or nature, real or personal, as may be sufficient,
necessary or required for the purpose.”
“RESOLVED ALSO, that any _____ of the following officers be authorized to

sign, countersign, execute and deliver any check, deposit slips, withdrawal slips,
application to purchase manager’s check, stop payment order, applications for
telegraphic transfer, demand draft or sola draft, specimen cards, or any and all
documents or papers necessary; and also to sign, execute and deliver any and all
documents including but not limited to loan application, disclosure statement,
purpose sheet, application for letters of credit, promissory note, draft, surety
agreement, trust receipt, mortgages, pledge, assignment, and the like, including the
renewals/extensions/ amendments thereof, in order to effectuate the foregoing
matters.”
Name Position Signature
________________________ _______________________ ________________________

________________________ _______________________ ________________________
page .....2
Minutes
“RESOLVED FINALLY that CHINA BANKING CORPORATION be
furnished a copy of the foregoing resolutions for its guidance and may continue to
rely on the authority conferred thereon, including the renewal, extension, increase,
roll-over and/or restructuring thereof, unless and except to the extent that the
foregoing resolutions shall be revoked or modified by the receipt of any subsequent
resolution/s of the Board of Directors of the Corporation.”
There being no further matters to be discussed, the meeting was thereupon adjourned.
CERTIFIED TRUE AND CORRECT BY:
Corporate Secretary
ATTESTED BY:
Chairman of the Board
Director Director
Director Director
SECRETARY’S CERTIFICATE
I, _________________________________, of legal age, Filipino and resident of
____________________________________________ under oath depose and state that:
1. I am the duly elected and qualified Corporate Secretary of ________________

__________________________, a Philippine corporation with principal office at
_______________________________________, and as such, I have in my custody the Minutes of the
Meeting of the Stockholders and Board of Directors of the corporation.
2. At the special/regular meeting of the Board held on ______________________ at the

principal office of the corporation, where a quorum was present and acting throughout, the
following resolution was unanimously passed and approved:
“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be

authorized to open and maintain deposit account/s and/or trust placement/s with
CHINA BANKING CORPORATION, under such terms and conditions, as may be
mutually agreed upon, where its cash funds, any credit remittances or checks issued
in its favor, with or without endorsement, maybe deposited.”
“RESOLVED FURTHER, as it is hereby resolved, that the corporation be

empowered and authorized to apply for, negotiate, obtain loans from CHINA
BANKING CORPORATION, including the renewal, extension and/or increase
thereof and/or of its existing credit facilities in such amount(s) and under such
terms and conditions as may be mutually agreed upon, and to secure and guarantee
the payment of the aforesaid loans or credit facilities by means of mortgage, pledge,
assignment or any other form of encumbrance upon any and all properties or assets
of the corporation of whatever kind or nature, real or personal, as may be sufficient,
necessary or required for the purpose.”
“RESOLVED ALSO, that any _____ of the following officers be authorized to

sign, countersign, execute and deliver any check, deposit slips, withdrawal slips,
application to purchase manager’s check, sstop paymnet order, applications for
telegraphic transfer, demand draft or sola draft, specimen cards, or any and all
documents or papers necessary; and also to sign, execute and deliver any and all
documents including but not limited to loan application, disclosure statement,
purpose sheet, application for letters of credit, promissory note, draft, surety
agreement, trust receipt, mortgages, pledge, assignment, and the like, including the
renewals/extensions/ amendments thereof, in order to effectuate the foregoing
matters.”
Name Position Signature
page ......2
Secretary’s Certificate
“RESOLVED FINALLY that CHINA BANKING CORPORATION be furnished a

copy of the foregoing resolutions for its guidance and may continue to rely on the
authority conferred thereon, including the renewal, extension, increase, roll-over
and/or restructuring thereof, unless and except to the extent that the foregoing
resolutions shall be revoked or modified by the receipt of any subsequent
resolution/s of the Board of Directors of the Corporation.
“IN WITNESS WHEREOF, I have hereunto affixed my hand on this ____ day of
_________________, 2019 at _________________.
CORPORATE SECRETARY
SUBSCRIBED AND SWORN to before me on this _____ day of _____________, 2019, affiant
having exhibited to me his/her Community Tax Certificate No. A/B __________ issued at
________________ on _______________, 2019.
NOTARY PUBLIC
Doc. No. ________;

Page No. ________;
Book No.________;
Series of 2019.

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MINUTES OF THE SPECIAL MEETING

OF THE BOARD OF DIRECTORS OF

The meeting was called to order by the _____________________________ who presided

The ___________________ informed the Board of the necessity of opening deposit

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be

“RESOLVED FURTHER, as it is hereby resolved, that the corporation be

“RESOLVED ALSO, that any _____ of the following officers be authorized to

Name Position Signature

________________________ _______________________ ________________________

CERTIFIED TRUE AND CORRECT BY:

Chairman of the Board

1. I am the duly elected and qualified Corporate Secretary of ________________

2. At the special/regular meeting of the Board held on ______________________ at the

“RESOLVED, AS IT IS HEREBY RESOLVED, that the Corporation be

“RESOLVED FURTHER, as it is hereby resolved, that the corporation be

“RESOLVED ALSO, that any _____ of the following officers be authorized to

Name Position Signature

“RESOLVED FINALLY that CHINA BANKING CORPORATION be furnished a

Doc. No. ________;

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