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Sample Sec-Cert Litigation

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43 views3 pages

Sample Sec-Cert Litigation

Uploaded by

ipeclosa0224
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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SECRETARY’S CERTIFICATE

I, [_________], Filipino, of legal age, with office address at _________________,


after having been sworn in accordance with law, depose and state that:

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


______________ (the “Corporation”), a corporation duly organized and
existing under and by virtue of the laws of the Philippines, with office
address at ___________________.

2. At the Meeting of the Board of Directors held on ____________, at which


meeting a quorum was present and acting throughout, the following
resolutions were unanimously approved:

RESOLUTION NO. xxx

“RESOLVED, that the Corporation be authorized, as it is


hereby authorized, to file, institute, and prosecute cases, actions,
complaints, and proceedings, whether civil, criminal,
administrative, judicial, or quasi-judicial, in relation to the ongoing
dispute between the Corporation and Asian Chemicals Corporation
regarding the issue on the latter’s pipeline highway which currently
restricts access to the property registered under the names of the
Corporation and Century Chemical Corporation, covered by TCT
No. 95783 issued by the Registry of Deeds for Nasugbu Branch,
Province of Batangas;

“RESOLVED FURTHER, That the Board of Directors of


the Corporation has named, constituted, and appointed, and does by
these presents name, constitute and appoint its [Position],
______________, with office address at _________________,
and/or ______________, and any of its lawyers, with office address
at _______________________, to represent, act for, and bind the
Corporation in any and all cases, actions, or proceedings and to
institute cases, actions, or proceedings and prosecute and/or defend
the rights and interests of the Corporation, to cause the preparation
and filing of any petition, complaint, answer with counterclaim(s),
or any other pleading or motion, to execute, sign, subscribe, and/or
swear to any and such other document or statement as may be
necessary or appropriate, to withdraw or dismiss cases instituted by
or against it, and act for, or otherwise, represent the Corporation in
any judicial, quasi-judicial, administrative or arbitration hearing,
preliminary conferences, pre-trial, court-annexed mediation,
judicial dispute resolution, post-trial phases or similar proceeding
an any court, agency, tribunal, or quasi-judicial agency, with full
and special power and authority to do and perform the following
acts:

a) Prepare, sign, file, amend or supplement any and all


pleadings, bills of discovery, motions, petitions, or papers
with the Regional Trial Court, Court of Appeals, Supreme
Court, or any other judicial, quasi-judicial, or administrative
body;
b) To execute, sign, subscribe and/or swear to any pleading,
motion, verification, certification against forum-shopping,
and such other document or statement as may be necessary
or appropriate and take all steps as may be required under the
premises;

c) Withdraw or dismiss cases;

d) Stipulate upon, or admit matters of facts, or existence,


genuineness, or due execution of the documents;

e) Limit the number of witnesses;

f) Simplify and agree upon the issues of fact or law to be


resolved by the court;

g) Fix the trial dates on which the case shall be heard;

h) Waive, in its discretion, any objections to the admissibility of


evidence;

i) Mark documents to be offered into evidence;

j) File, amend, or supplement any pleadings, motions, or other


papers as may be required by the court or deemed necessary
by it;

k) Offer, negotiate, decide, accept, and enter into an amicable


settlement / compromise agreement resolution on behalf of
the Corporation arising from the availment of the parties of
the alternative modes of dispute resolution upon such terms
beneficial to the Corporation without need of our further
approval or notification and execute and file for the
Corporation any document necessary to memorialize or give
effect to such amicable settlement;

l) Consider and agree upon such matters or procedures as will


promote a fair and expeditious disposition of the case or
action.

“RESOLVED FURTHER, That the Board of Directors


hereby gives and grants unto said Attorneys-in-fact and/or their
designated person(s) full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be
done in and about the premises, and hereby ratify and confirm all
that said Attorneys-in-fact and/or designated person(s) shall
lawfully do or cause to be done by virtue of these presents;

“RESOLVED FINALLY, That this Resolution shall remain


valid, subsisting and enforceable until subsequently revoked through
a resolution by the Board of Directors”

3. The foregoing is in accordance with the records of the Corporation


in my possession
IN WITNESS WHEREOF, I have hereunto affixed my signature this ___ day of
July 2024 at Makati City.

[___________]
Corporate Secretary

REPUBLIC OF THE PHILIPPINES)


MAKATI CITY ) S.S.

SUBSCRIBED AND SWORN to before me this ___ day of July 2024 in Makati
City, affiant exhibiting to me his/her ___________ issued by ______ on ____________.

Doc. No. _______;


Page No. _______;
Book No. _______;
Series of 2024.

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