Merchant Regular Secretarys Certificate

(REPUBLIC OF THE PHILIPPINES)
SECRETARY’S CERTIFICATE
I, __________________________________________________, Corporate Secretary of ________________________________

_____________________________________________, after having duly sworn to in accordance with law, hereby certify:
1. That I am the duly elected, qualified and incumbent Corporate Secretary of

______________________________________________________________ (the “Corporation), a corporation duly organized and
existing under and by virtue the laws of the Republic of the Philippines, with principal office and place of business at
_________________________________________________________________________________________________________
_____________________________________________________________________________________________________.
2. That in a meeting of the Board of Directors of the Corporation which was held last _______________________ at
___________________________________________________________________ which a quorum was present and acting
throughout, the following resolutions were unanimously approved to wit:
“RESOLVED, that the Corporation be as it is hereby authorized to apply with BDO Unibank, Inc. (“BDO”) for merchant affiliation,
whether by submitting the application in its original or scanned form or thru online channel, pursuant to which, the Corporation will
honor and accept credit cards and/or ATM/debit cards and/or other types of card or digital wallets, for transactions that will pass thru
BDO’s Point-of-Sale (POS) terminal/s installed at the Corporation’s establishments/outlets, and/or for transactions via the internet
and/or other payment platforms;
“RESOLVED, that the Corporation be as it is hereby authorized, in relation to its merchant affiliation, to participate in the various
marketing promotions conducted by BDO from time to time;
“RESOLVED, further, that BDO shall be authorized to accept, honor and implement scanned applications, contracts, documents,
forms, and email instructions, correspondences and other similar writings sent electronically (collectively, the “Documents”) coming
from the Corporation or Documents submitted online, which shall constitute final and conclusive evidence of such Documents and
may be admitted as evidence in a court of law, whether or not the originals of such Documents has been received, pertaining to its
merchant affiliation and related transactions with BDO.
“RESOLVED, further, that BDO shall be authorized, at its sole and absolute discretion, to accept, rely or honor any Documents and
act on such Documents without further inquiry, and consider the Documents as conclusively and fully authorized by, valid and
binding upon the Corporation, provided that the Documents come from the Email Address specified herein and/or nominated by any
of the Corporation’s authorized officers identified herein, following the signing rule, or such other Email Address nominated by the
aforestated officers, or submitted online to BDO.
“RESOLVED, further, that BDO shall be authorized, at its sole and absolute discretion, without need to state any grounds and give
notice thereof, to decline to accept, rely on or honor the Documents or any part thereof without incurring any liability whatsoever to
the Corporation in respect of any delay, failure or refusal to honor the Documents or any part thereof.
“RESOLVED, further, that BDO shall not be held liable for any corruption or modification of any Document arising from any
electronic medium used, the disruption of such electronic medium, or the effects of any computer viruses and similar programs nor
for any hacking or unauthorized use or access of the Email Address specified above or such other Email Address nominated by the
Corporation’s authorized officers identified herein.
“RESOLVED, further, that the Corporation warrants on the genuineness of any Document submitted online or via electronic mail
from the Email Address specified herein or such other Email Address nominated by the Corporation’s authorized officers identified
herein and BDO may rely on the same without need of validating the identity of the sender of such electronic mail or identity of the
person submitting or the authenticity of the Document.
____ of the following

officers of the Corporation, namely:
NAME POSITION/TITLE SPECIMEN SIGNATURE EMAIL ADDRESS
________________________ _____________________ ____________________ ___________________
________________________ _____________________ ____________________ ___________________
________________________ _____________________ ____________________ ___________________
________________________ _____________________ ____________________ ___________________
Revised as of May 2023

To sign, execute, submit and deliver any and all applications, contracts, documents, forms and other similar writings with BDO under
such terms and conditions as he/she/they may deem fit for the Corporation, in connection with the Corporation’s merchant affiliation
and related transactions with BDO, and participation in the various marketing promotions of BDO, and to confirm BDO’s authority as
provided herein;
“RESOLVED, further, that all transactions, warranties, covenants, dealings and agreements (whether sent in the original form or via
scanned ) with BDO by the aforestated officer(s) with respect to the enforcement and/or implementation of the foregoing
transactions, for and in behalf of the Corporation, prior to the approval of these Resolutions and properly thereafter, are hereby
approved, confirmed and ratified to be the valid and binding acts, representations, warranties and covenants of the Corporation."
“RESOLVED, further, that for application submitted to BDO via online channel, the submission of the Corporation’s application, and
the agreement to the terms and conditions of the Merchant Agreement given thru BDO online application and kept in BDO’s records,
are hereby approved, confirmed and ratified to be valid and binding acts, representations, warranties and covenants of the
Corporation.”
“RESOLVED, finally, that the foregoing resolution shall remain valid and effective unless otherwise notified in writing to BDO.
IN WITNESS WHEREOF, I have hereto set my hands this _______ day of ____________, 20____, in _______________________,
Philippines.
_______________________________
Signature Over Printed Name
CORPORATE SECRETARY
If Corporate Secretary is an authorized signatory:

(ATTESTED BY)
_____________________________________
Signature Over Printed Name
CHAIRMAN, PRESIDENT or TREASURER
SUBSCRIBED AND SWORN to before me on this ______ day of _________________, 20_____.
The Affiants exhibiting to me the following:
Name Competent Evidence of Identity Date/Place of Issue
1.
2.
3.
4.
5.
Doc No. _____________

Page No. ____________
Book No. ____________
Series of ____________
Revised as of May 2023

Merchant Regular Secretarys Certificate

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(REPUBLIC OF THE PHILIPPINES)

I, __________________, Corporate Secretary of

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

____ of the following

NAME POSITION/TITLE SPECIMEN SIGNATURE EMAIL ADDRESS

______________ _ _________

______________ _ _________

______________ _ _________

______________ _ _________

Revised as of May 2023

If Corporate Secretary is an authorized signatory:

SUBSCRIBED AND SWORN to before me on this day of _______, 20_.

The Affiants exhibiting to me the following:

Name Competent Evidence of Identity Date/Place of Issue

Doc No. _____________

Revised as of May 2023

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