REPUBLIC OF THE PHILIPPINES )

ANGELES CITY ) S.S.

SECRETARY’S CERTIFICATE

I, ____________________, of legal age, Filipino, married and with postal address at

_______________________________, do hereby certify that:

1. I am the duly elected and incumbent Corporate Secretary of

___________________________, a corporation duly organized and existing under and by
virtue of the Laws of the Philippines, with principal offices at
____________________________________, and as such, I have custody and possession of
corporate books and other records of corporation, including the minutes of meetings of
Stockholders and Board of Directors of the corporation.

2. At the Regular Meeting of the Board of Directors of the Corporation held on

______________ in its principal place of business, at which meeting a quorum was present
and acting throughout, the following resolutions were passed:

“RESOLVED, as it hereby resolved, that _____________________

(hereinafter referred to as the “Corporation”) be authorized and empowered,
as it is hereby authorized and empowered, to institute or defend, and
represent the Corporation in all legal proceedings in any administrative, civil
and/or criminal case in any court of competent jurisdiction, or any other
government tribunal or agency.

RESOLVED FURTHER, that _____________________ shall have the

power and authority to file, verify, sign the appropriate complaint or any
initiatory pleading, execute the certificate of non-forum shopping; to file,
verify, sign the appropriate answer, counter-affidavit or any responsive
pleading; and file, verify, sign the appropriate pleading, quitclaim, motion
necessary for the institution, prosecution, defense or termination of the
administrative, civil or criminal case;

RESOLVED, FURTHER, that ___________________________ shall have

the power to appear at pre-trial, to offer, negotiate, accept, decide or enter into
such amicable settlement of the case as the foregoing may consider fair, just
and equitable, to enter into a stipulation of facts, simplification of issues,
necessity or desirability of amendments to the pleadings, possibility of
obtaining stipulations or admissions of facts and of documents to avoid
unnecessary proof, limitation of the number of witnesses, advisability of a
preliminary reference of issues to a commissioner, propriety of rendering
judgment on the pleadings, or summary judgment, or of dismissing the action
should a valid ground therefor be found to exist, advisability or necessity of
suspending the proceedings and such other matters as may aid in the prompt
disposition of the action.

RESOLVED, FINALLY THAT the Corporation further authorizes

______________________ as its attorney-in-fact to represent and to act, either
singly and/or jointly, for an in its behalf, with powers and authority to offer,
negotiate, accept, decide or enter into such amicable settlement of the case as
said attorneys may consider fair, just and equitable.”
 4. I hereby certify that the foregoing resolution has not been revoked, amended,
or otherwise modified, and remain valid and subsisting.
5. With legal authority from the Corporation, I caused the preparation of the
foregoing Certification to attest to the truth of the foregoing facts.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of this
Corporation at the City of Angeles, Philippines, on this ___ day of February 2017.

Corporate Secretary

SUBSCRIBED AND SWORN to before me this __ day of February 2017 at Angeles

City affiant exhibiting to me his ________________ valid until ______________ at Angeles
City.

Doc. No. :
Page No.:
Book No.:
Series of 2017.