Rene,
Can you pls provide me email of the addl board of trustees for inc to our email 
loop regds
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-----Original Message-----
From: Rene L Fernandez <[email protected]>

Date: Sat, 28 Feb 2009 19:57:24 
To: <[email protected]> 
<[email protected]><[email protected]>
Subject: Fwd: Secretary's Certificate



Hi All,

Please find email from Atty Meyer for everyones information. Atty  
Meyer, thanks a lot.


Rene

Begin forwarded message:

> From: meyer montierro <[email protected]>
> Date: February 28, 2009 11:59:26 AM GMT+04:00
> To: "Rene L. Fernandez" <[email protected]>, Filex  
> Foundation <[email protected]>
> Subject: Secretary's Certificate
>

> Rene,
>
> As requested and further to the discussion made during the Board  
> Meeting yesterday, 27 February 2009, please note of the following:
>
> * there is no need to execute an individual special power of  
> attorney relative to (1) the transfer of the funds from Land Bank to  
> another Bank that is yet to be opened; (2) the opening of new  
> account with another bank in the name of FILEX; and (3) the  grant  
> of authority to Mrs. Warren for the opening of the said account.  
> However, if you have already prepared one, then you may keep it in  
> case the bank or other government agencies ask for it.
>
> * what is needed, and I stand corrected, is a Secretary's  
> Certificate (please see attached sample) certifying that the above  
> acts were duly approved by the Board during a duly convened  
> meeting.  Corporate acts must always be through a Board Resolution  
> and certified by the Corporate Secretary throguh the Secretary's  
> Certiifacte which amounts to a special power of attorney.
>
> * copies of the Board Resolutions for the above three acts must be  
> attached to the Secretary's Certificate (if those three acts,  
> however were approved during one meeting, then one Board Resolution  
> will do enumerating those resolutions
>
> * amendment of Articles of Incorporation requires the majority vote  
> of the Board and at least 2/3 vote or written assent of the members
>
> *Article III, Section 2, second paragraph of the By-laws should be  
> amended - that is the President cannot be the Secretary at the same  
> time. It runs counter to the Corporation Code of the Phils which  
> governs FILEX as a corporation.
>
> Hope the above will be of help.
>
>
> Kind regards,
>
> Meyer
>
>
>
>




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