Dear All, Well, this is a very clear message to all B.O.T. Its good that as early as this time, we are enlightened by the provision of the Corporation Law about the role of the President and the Board Secretary.
Time to have proper action guys! very timely. if you need my services while still in Quezon City, please let me know. I will check my email daily. Thank you all for the despedida party and the send off gift. I will always cherish the good camaraderie you have extended and given me. One of our incorporators father, Mr. Jovy Tuano's father died yesterday. He can be reached at 050 4432656. e-mail: [email protected] Thank you again and best regards, Dick On Sat, Feb 28, 2009 at 7:57 PM, Rene L Fernandez < [email protected]> wrote: > > 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 > > > > > > --~--~---------~--~----~------------~-------~--~----~ You received this message because you are subscribed to the Google Groups "filex2007" group. To post to this group, send email to [email protected] To unsubscribe from this group, send email to [email protected] For more options, visit this group at http://groups.google.com/group/filex2007?hl=en -~----------~----~----~----~------~----~------~--~---
