REPUBLIC OF THE PHILIPPINES)
BAGUIO CITY) S.S
SECRETARY’S CERTIFICATE
I, JENNIFER D. VILLARUZ, Filipino citizen of legal age, and with residential address at #12 SUELLO
VILLAGE, MARCOS HIGHWAY, BAGUIO CITY, being the duly qualified Corporation ’s
Secretary OLD BAGUIO CAFÉ FOOD, CORP, a registered Corporation duly organized and existing under and
by virtue of the laws of the Republic of the Philippines, with principal office address
at SKYLAND CONVENTION AND COMMERCIAL COMPLEX, #001-G PUROK 18, IRISAN, BAGUIO CITY do hereby
certify that at a meeting of the Board of Directors of said registered address held at on
__________________, during which a majority of
the Directors at which a quorum was present and acting throughout, the following resolution were
unanimously approved:
“RESOLVED, as it is hereby resolved, that the Corporation shall transact with BANCO DE ORO
UNIBANK, INC., its subsidiaries and affiliates [ singularly or collectively referred to as “the Bank”] for the
obtainment of loan facilities and availment of banking products and services;
RESOLVED, FURTHER, as it is hereby resolved, that in this regard, the Corporation shall be authorized
to do the following:
1. OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. To open, maintain and manage in the name of the
Corporation , any number of savings / time and other accounts with the bank or any of its branches,
hereinafter to be referred to as “Depository Accounts”, and in this regard to:
1a. Deposit to and withdraw from the Depository Accounts, in whatever from and manner, and in
such amount as the Corporation may deem appropriate or necessary;
1b. Close the Depository Account and ask, demand, sue for, collect, and receive the proceeds of the
Depository account in the name of the Corporation;
1c. Receive, accept, endorse and negotiate all checks, drafts or orders of payment payable to the
Corporation or its order which may require the Corporation ’s endorsement.
1d. Which includes the blanket authority to conduct business or sign any document related to the
deposit account maintained in the branch.
2. AVAIL OF CREDIT FACILITIES. To apply for, negotiate and obtain loans or other credit
accommodation or facilities, including but not limited to letters of credit, bills purchases, foreign
exchange settlement lines from time to time in amount which may be required by the Corporation ,
which authority shall include renewals, extensions, re-availments, restructurings, amendments or
conversions into other former type, and in this regard, to:
2a. Execute, sign and deliver from time to time the relevant loan agreements, promissory note/s,
trust receipts and all other documents pertinent to the accommodations / facilities referred to
above;
2b. Avail of products and services offered by the Bank’s Transactional banking Group, such as
collection and disbursement services, liquidity management, account services, retail products, and
to be bound in accordance with and subject to the Bank’s rules and regulations, terms and
conditions governing the same;
3. TRANSACT TRADE RECEIVABLES. To negotiate for the sale of the Corporation ’s account receivables
to various investors under the Bank’s Trade Receivables Brokering / Receivables Brokering
arrangements through BDO CAPITAL AND INVESTMENT CORPORATION ( BCIC);
4. FOREIGN EXCHANGE TRANSATIONS. To enter into foreign exchange dealings / transactions with the
Bank, such as, buying and selling of foreign exchange.
5. ELECTRONIC BANKING SERVICES. To register with and avail of the Electronic Banking Service of the
Bank in connection with the foregoing transaction which may include balance inquiries, bills
payment, funds transfers from and to the Depository Accounts.
6. TRANSACT WITH RELATED COMPANIES. To transact with the Bank’s other subsidiaries affiliates, and
related companies, including but not limited to BDO Private Bank, Inc., BDO Financial Service Inc.,
BDO Insurance Brokers Inc., BDO Card Corporation, BDO Realty Corp.
7. MORTGAGE, PLEDGE, ASSIGN COMPANY PROPERTY. To mortgage, pledge, assign or otherwise
encumber properties of the Corporation, whether real or personal, as collateral’s accommodation
extended by the Bank.
RESOLVED, FURTHER, that any one/ /two/ /all/ / TWO of the following officers of the
Corporation
Name POSITION SIGNATURE
ELIEZER B. VILLARUZ PRESIDENT AND GM ___________________
JELINE C. SAMDAO FRANCHISING & BUS. DEV’T MNGR ___________________
MARK V. FERNANDEZ OPERATIONS & COMMISSARY SUPERVISOR ___________________
JENNALYN R. MOZOL OPERATIONS SUPERVISOR & ADMIN ASST ___________________
shall be authorized to enter into the above-specified arrangements with the Bank under such terms and
conditions as the said individuals may deem necessary and to according execute, sign , deliver and/ or
perform any and all contracts, instruments, documents or writings with or to the Bank that may be
necessary for the implementation of the foregoing transactions.
RESOLVED, FUTHER that the following are the incumbent officers of the Corporation for the current
year 2019
NAME POSITION SIGNATURE
ELIEZER B. VILLARUZ PRESIDENT AND GM __________________
JENNIFER D. VILLARUZ TREASURER AND SECRETARY __________________
RESOLVED, FURTHER that the following are the current members of the Board of Directors
NAME POSITION
MOSES R. CHUNGALAO CHAIRMAN
ELIEZER B. VILLARUZ PRESIDENT AND GM
JENNIFER D. VILLARUZ TREASURER AND SECRETARY
MELCHOR MIRANDA MEMBER
JOEL WANHAY MEMBER
RESOLVED, FURTHER that the following is the list Stockholders owning at least 2% of the capital
stock of the Corporation.
RESOLVED, FURTHER, that the Corporation hereby ratifies and confirms all that the above name
individuals may lawfully do or cause to be done by virtue of this authority given to them.
RESOLVED, FINALLY, that the foregoing Resolutions shall remain valid and subsisting unless
otherwise revoked or amend in writing by the Corporation and duly served on the Bank.
IN WITNESS WHEREOF, this certification has been signed this day of _____________________.
CERTIFIED CORRECT:
JENNIFER D. VILLARUZ
Corporate Secretary
SUBSCRIBED AND SWORN TO before me at _____________ on ____________; affiant exhibited to
me his/her Competent Evidence of Identify No. _____________ issued on _____________at __________.
Doc No. ______________;
Page No. _____________;
Book No. _____________;
Series of 2016
