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SECRETARY'S CERTIFICATE GZONETECH (For PNB)

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SECRETARY’S CERTIFICATE

I, LOUIE C. CRUZ, of legal age, Filipino citizen, single and a resident of Calderon St. San Isidro
Village, Batangas City after being duly sworn in accordance with law, depose and state that:

1. I am the duly elected and qualified Corporate Secretary of GZONETECH INC., a


corporation duly organized and existing under the laws of the Philippines (the
“CORPORATION”), with principal office at 1201 Spectrum Midway ext Alabang
Muntinlupa.

2. At the regular meeting of the Board of Directors of the CORPORATION held on 1201
Spectrum Midway ext Alabang Muntinlupa the following resolutions were
unanimously approved, a legal quorum being present and voting:

RESOLUTION

RESOLVED, that PHILIPPINE NATIONAL BANK


(hereinafter called “PNB”) be, and is hereby, designated a depository of
the funds/monies of the CORPORATION and that the CORPORATION
be, and is hereby, authorized to open savings, time, current and/or trust
accounts with PNB Batangas – Pallocan West, Head Office, and/or
any of its branches.

RESOLVED, FURTHER, that any one ( 1 ) of the following be


authorized (i) to sign, execute and/or deliver any and all documents in
connection with the opening of any account(s) with or investment of any
funds through PNB; (ii) to withdraw or transfer the funds/monies of the
CORPORATION by checks, receipts, drafts, bills of exchange,
withdrawal slips, orders for payment or otherwise, and (iii) to sign,
endorse, draw, accept, make, execute and/or deliver, for negotiation,
payment, deposit or collection, checks, receipts, drafts, bills of exchange,
orders for payment and/or other similar instruments in connection with
the account(s), (iv) to close the account(s), receive the balance(s) thereof
and sign any and all documents which PNB may require in connection
therewith, and (v) to avail of all other banking services, apply for and
enroll in electronic banking channels and appoint its authorized users:

Name Position Specimen Signature

Nathaniel G. Cruz President ___________________


Louie C. Cruz Treasurer/
Corporate Secretary ___________________
______________________ _________________ ___________________
______________________ _________________ ___________________
______________________ _________________ ___________________
______________________ _________________ ____________________

RESOLVED, FURTHERMORE, that PNB, its directors,


officers, employees, agents or authorized representatives are each
entitled and authorized to rely on these instructions as valid, binding, and
effective upon the CORPORATION and that PNB, its directors,
officers, employees, agents or authorized representatives shall not be
liable for any act done or suffered by them in reliance of the above
instructions, it being understood that any and all risks and costs arising
from the above instructions shall be for CORPORATION’s sole and
exclusive account.

RESOLVED, FINALLY, that all things/acts done and


documents executed and entered into by the aforementioned signatories
pursuant to and in accordance with the foregoing authorities are hereby
confirmed, affirmed and ratified. Likewise, all things/acts done and
documents executed and entered into prior to this Resolution are hereby
affirmed, confirmed and ratified.

RESOLUTION

RESOLVED, that the CORPORATION be, as it is hereby


authorized to borrow from and/or enter into loans/credit accommodations
and trust receipt agreements with PHILIPPINE NATIONAL BANK
(“PNB”), Head Office and/or any of its branches up to the aggregate
principal amount of PESOS P_______________________ under such
terms and conditions as may be imposed by PNB;

RESOLVED, FURTHER, that any one ( 1 ) of the following


be authorized (i) to sign, execute and/or deliver applications for
loan/credit accommodations, credit line/loan agreements, promissory
notes, drafts, letters of credit, trust receipts, indemnity agreements,
undertakings, and any all documents/agreements in connection
therewith, including the amendments, renewals or extensions thereof; (ii)
to discount and/or negotiate checks, drafts and/or commercial
papers/instruments; and (iii) to assign, transfer, pledge, mortgage and/
or encumber the CORPORATION’s savings/current/time/trust
accounts, shares of stocks, bonds, securities, real or personal properties,
rights and/or other assets as security for the above mentioned
loans/credit accommodations and to sign, execute and/or deliver the
corresponding deeds of assignment, real estate mortgages, chattel
mortgages, pledge agreements, and such other
document/agreements/deeds related or connected therewith; and (iv) to
sign, execute and/or deliver debt restructuring agreements, assignments
of properties (real and personal) in payment of the loans/credit
accommodations (“Dacion en Pago”) and all other
documents/agreements/deeds for the settlement/payment of the
loans/credit accommodations of the CORPORATION with PNB.

Name Position Specimen Signature

Nathaniel G. Cruz President __________________


Louie C. Cruz Treasurer/
Coporate Secretary __________________
______________________ _________________ __________________
______________________ _________________ __________________
______________________ _________________ __________________
______________________ _________________ __________________

RESOLVED, FURTHERMORE, that PNB, its directors,


officers, employees, agents or authorized representatives are each
entitled and authorized to rely on these instructions as valid, binding, and
effective upon the CORPORATION and that PNB, its directors,
officers, employees, agents or authorized representative shall not be
liable for any act done or suffered by them in reliance of the above
instructions, it being understood that any and all risks and costs arising
from the above instructions shall be for my/our sole and exclusive
account.

RESOLVED, FINALLY, that all things/acts done and


documents executed and entered into by the aforementioned signatories
pursuant to and in accordance with the foregoing authorities are hereby
confirmed, affirmed and ratified. Likewise, all things/acts done and
documents executed and entered into prior to this Resolution are hereby
affirmed, confirmed and ratified.

3. That the CORPORATION has a Board of Directors composed of Five (5) members
and the following are the current members of the board of directors elected in the
annual meeting of stockholders held on June 30, 2022:

Name Position

Nathaniel G. Cruz President


Louie C. Cruz Treasurer/Corporate Secretary
Antonio M. Cruz Board Member
Neal C. Cruz Board Member
Romanida G. Cruz Board Member
____________________ ___________________
4. That the principal officers of the Corporation elected in the Organizational Meeting of
the Board of Directors held on June 30, 2022 are as follows:

Name Position

Nathaniel G. Cruz President


Louie C. Cruz Treasurer/Corporate Secretary
Antonio M. Cruz Board Member
Neal C. Cruz Board Member
Romanida G. Cruz Board Member
____________________ ___________________

5. That the foregoing information is in accordance with the records of the


CORPORATION and Securities and Exchange Commission.

6. That the above Resolutions are valid, binding and subsisting and shall continue to be
the valid, binding and subsisting instruction of the CORPORATION such that PNB,
its directors, officers, employees, agents or authorized representatives have the right
to rely upon said Resolutions until and unless PNB has received original copy of
subsequent Secretary’s Certificate or Board Resolution expressly
superseding/invalidating the above referred Resolutions.

IN WITNESS WHEREOF, I have hereunto affixed my signature at _________________, on


_________________.

LOUIE C. CRUZ
Corporate Secretary
Attested by:

NATHANIEL G. CRUZ
President

REPUBLIC OF THE PHILIPPINES ) S.S.


____________________________ , )

SUBSCRIBED AND SWORN TO BEFORE ME in _________________________________, this


__________________, Affiant(s) exhibiting to me his/her/their ID/s:

NAME ID No. EXPIRY DATE


Nathaniel G. Cruz Professional Driver’s License No. 2023/08/29
D01-85-010826

Louie C. Cruz Non-Professional Driver’s License 2023/11/01


No. D01-12-008340

NOTARY PUBLIC

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