REPUBLIC OF THE PHILIPPINES )
_________________________ ) s.s.
SECRETARY’S CERTIFICATE
The undersigned, _______________________, of legal age, Filipino, with office and postal
address at ______________________________________________, after having been duly
sworn in accordance with law, do hereby certify: That-
1. I am the duly elected Corporate Secretary of ______________________________
(“Corporation”), a corporation duly organized and existing under and by virtue of Philippine
laws, with principal office at ______________________________________.
2. In my capacity as such, I have custody of all corporate papers of the Corporation.
3. At a regular/special meeting of the Board of Directors of the Corporation held at _______ City
on _________________, at which meeting, at least majority of the members of the Board were
present and voting separately, unanimously approved and adopted the following resolutions:
RESOLVED, that _____________________________ (“Corporation”), be
authorized to enter into a Dealership Cooperation Agreement (herein “Agreement”)
with HC Consumer Finance Philippines, Inc. for the financing of the goods which
are being sold by the Corporation to its customers at its stores or branches;
RESOLVED, FURTHER, that any ______ (___) of the following be designated as
authorized representatives of the Corporation, each with power and authority to (i)
negotiate the terms of the Agreement under such terms and conditions as
he/she/they may deem to be in the best interest of the Corporation, (ii) sign,
execute and deliver the Agreements and such other documents thereunder, and (iii)
take such action as may be required, necessary or advisable to implement this
resolution:
Name Position Sample Signature
________________ _________________ _________________
________________ _________________ _________________
________________ _________________ _________________
RESOLVED, FINALLY, that all prior resolutions of the Corporation inconsistent with
the above be modified accordingly.
4. The following Resolutions are in accordance with the Articles of Incorporation and By-laws of
the Corporation.
5. These Resolutions, supersede previous resolutions and is still in full force and effect.
IN WITNESS WHEREOF, I have signed this Secretary’s Certificate this __________ day of
_____________ 20__ at _________________________.
_________________________
CORPORATE SECRETARY
SUBCRIBED AND SWORN to before me in the City/Municipality of
__________________________ this _____ day of _____________, 20__ personally appeared
_______________________, whom have satisfactorily proven to me his/her respective identity
through his/her ________________________ issued at __________, on ______________ that
he/she is the same person who personally signed before me the foregoing certificate and
acknowledged that they executed the same.
NOTARY PUBLIC
Doc. No. ____;
Page No. ____;
Book No. ____;
Series of 20__.