Professional Documents
Culture Documents
Accounting year and date of annual stockholders’ meeting, change of (Board)
(i) the change of the accounting year of the Corporation from a calendar year basis, i.e.,
from January 1 to December 31 of the same year, to a fiscal year basis, i.e., from May
1 of the current year to April 30 of the succeeding year, and the amendment, for this
purpose, of Section 2 of the Article IX of the Bylaws of the Corporation, as follows:
‘Section 2. The fiscal year of the Corporation shall begin on the first
day of May and end on the 30th day of April of the succeeding year.’
(Amendments underscored); and
(ii) the change of the date of the annual stockholders’ meeting from the last Monday
of January to the last Monday of September of each year, and the amendment, for
this purpose, of Section 2 of Article II of the Bylaws of the Corporation, as
follows:
‘Section 2. General meetings may be regular or special and shall be
held at the place where the principal office of the Corporation is established or
located. Regular meetings shall be held annually on the last Monday of
September of each year, or, if such a day be a legal holiday, then on the next
succeeding business day. Special meetings may be held at any time by
resolution of the Board of Directors or at the request of stockholders,
representing at least onethird (1/3) of the subscribed and outstanding capital,
setting forth the purpose of such meeting in the notice.’ (Amendment
underscored)”
Accounting year and date of annual stockholders’ meeting, change of (stockholders)
(i) the change of the accounting year of the Corporation from a calendar year basis, i.e.,
from January 1 to December 31 of the same year, to a fiscal year basis, i.e., from May
1 of the current year to April 30 of the succeeding year, and the amendment, for this
purpose, of Section 2 of the Article IX of the Bylaws of the Corporation, as follows:
‘Section 2. The fiscal year of the Corporation shall begin on the first
day of May and end on the 30th day of April of the succeeding year.’
(Amendments underscored); and
(ii) the change of the date of the annual stockholders’ meeting from the last Monday of
January to the last Monday of September of each year, and the amendment, for this
purpose, of Section 2 of Article II of the Bylaws of the Corporation, as follows:
‘Section 2. General meetings may be regular or special and shall be
held at the place where the principal office of the Corporation is established or
located. Regular meetings shall be held annually on the last Monday of
September of each year, or, if such a day be a legal holiday, then on the next
succeeding business day. Special meetings may be held at any time by
resolution of the Board of Directors or at the request of stockholders,
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representing at least onethird (1/3) of the subscribed and outstanding capital,
setting forth the purpose of such meeting in the notice.’ (Amendment
underscored)”
Attorneyinfact, appointment of
“RESOLVED FURTHER, That the said attorneyinfact and its representatives, be,
as they are hereby, given full power and authority to carry into effect the intent of this
resolution.”
Audited financial statements, approval and issuance
“RESOLVED, That the Board of Directors of MANOR LIGHTS PHILIPPINES, INC. (the
‘Corporation’) approve, as it hereby approves, the audited financial statements of the
Corporation as of and for the years ended March 31, 2008 and 2007;
“RESOLVED FURTHER, That the issuance of the said audited financial statements
be, as it is hereby, authorized.”
Audited financial statements, delegation of authority to approve
Bank account, closure of (v. 1)
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“RESOLVED, That the Treasurerintrust Account in the name of Mr. Juan Lunes,
opened by him with the Murat Bank and Trust Company, North Pasong Tamo Branch, in
connection with the incorporation of Kanlaon Holding Corporation, be closed and that the
funds therein be transferred to and deposited in one or more deposit accounts which the
Corporation may open with any bank in the Philippines.”
Bank account, closure of (v. 2)
“RESOLVED, That Account No. 95008055 of the Corporation with the Catli Banking
Corporation, Tektite Branch, in the name of Precious Sadat, as Treasurerintrust of Custom
Care, Inc. (while it was in the process of incorporation), be closed and that the funds therein
be transferred to another bank near the principal office of the Corporation.”
Bank accounts, opening of/multiple signatories and levels (v. 1)
“RESOLVED FURTHER, That all funds of the Corporation deposited with any bank
in the Philippines shall be subject to withdrawal by checks, drafts, withdrawal slips and
similar instruments signed as follows:
(a) up to P20,000.00 per withdrawal, by any one (1) of the signatories specified below:
Paul Fellini Leon Kong Tigre
Manuel Chant Eritrea Selasie
(b) in excess of P20,000.00 up to P100,000.00 per withdrawal, by any one (1) of the
signatories specified below:
Paul Fellini Manuel Chant Leon Kong Tigre
(c) in excess of P100,000.00 per withdrawal, by any two (2) of the signatories specified
below, provided that one of the signatories is Paul Fellini:
Paul Fellini Manuel Chant Lenny Bias
Bank accounts, opening of/multiple signatories and levels (v. 2)
“RESOLVED, That the President, Mr. Go To, and the Treasurer, Mr. Lo West, be, as
each of them hereby is, authorized, singly, to open one or more deposit accounts in Philippine
Pesos and United States Dollars with Katre Bank on behalf of the Corporation;
“RESOLVED FURTHER, That all funds of the Corporation deposited with Katre
Bank shall be subject to withdrawal by checks, drafts and similar instruments signed as
follows:
For the Accounts in Philippine Pesos
(i) by any two out of the five signatories specified below, if the amount involved is less
than Fifty Thousand Pesos (P50,000);
(ii) by any one from Group I and any one from Group II or Group III , if the amount
involved is Fifty Thousand Pesos (P50,000) up to One Hundred Thousand Pesos
(P100,000);
(iii) by the President, Mr. Go To, and any one of the four remaining signatories if the
amount involved is more than One Hundred Thousand Pesos (P100,000);
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For the Accounts in United States Dollars
(i) by any two out of the five signatories specified below, if the amount involved is less
than United States Dollars One Thousand Two Hundred Fifty (US$1,250);
(ii) by any one from Group I and any one from Group II or Group III , if the amount
involved is United States Dollars One Thousand Two Hundred Fifty (US$1,250) up to
United States Dollars Two Thousand Five Hundred (US$2,500);
(iii) by the President, Mr. Go To, and any one of the four remaining signatories if the
amount involved is more than United States Dollars Two Thousand Five Hundred
(US$2,500);
“RESOLVED FINALLY, That the following persons be, as they are hereby,
designated as authorized bank signatories of the Corporation:
Bank accounts, opening of/specific officer authorized
“RESOLVED, That the Board of Directors of ABC Manufacturing Corporation (the
‘Corporation’) authorize, as it hereby authorizes, the Treasurer, Ms. Mia Albania, on behalf of
the Corporation, to open one or more deposit accounts (including but not limited to local and
foreign currency deposit accounts) with the XYZ Banking Corporation (the ‘Bank’);
“RESOLVED FURTHER, That all the funds of the Corporation deposited with the
Bank shall be subject to withdrawal by checks, drafts, orders of payment, withdrawal slips
and other similar instruments signed by any one of the signatories specified in Group A,
countersigned by either one of the signatories specified in Group B, as follows:
Group A Group B
Lan Kwai Fong Wyeth Earp
John Gervaise Robert Durham.”
Bank accounts, opening of/no specific officer authorized
“RESOLVED, That Iron Industries, Inc. (the `Corporation’) open one or more deposit
accounts with Main Bank and Trust Company (the `Bank’);
“RESOLVED FURTHER, That all funds of the Corporation deposited with the Bank
shall be subject to withdrawal by checks, drafts, withdrawal slips and similar instruments
signed by any two (2) of the following officers and authorized representative of the
Corporation:
Jessup Tremaine Chairman of the Board and President
Cecille Salander Vice President
Ken Brooks Treasurer
Violet Lye Authorized Representative.”
Bank accounts, opening of/single signatory
“RESOLVED, That the Board of Directors of CABAL LABORATORIES, INC. (the
‘Corporation’) authorize, as it hereby authorizes, the Chairman of the Board and President,
Mr. Ram Anderson, on behalf of the Corporation, to open one or more deposit accounts with
any Philippine bank;
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“RESOLVED FURTHER, That all the funds of the Corporation deposited with any
Philippine bank shall be subject to withdrawal by checks, drafts, orders of payment,
withdrawal slips and other similar instruments signed by the Chairman of the Board and
President, Mr. Ram Anderson.”
Bank funds, withdrawal of/specific bank
“RESOLVED, That, amending previous resolutions on the same subject, all funds of
No Standing Memorial Park, Inc. (the ‘Corporation’) deposited with the Angeles Banking
Corporation shall be subject to withdrawal by checks, drafts, orders of payment, withdrawal
slips and other similar instruments signed by either one of the signatories specified in Group
A, countersigned by either one of the signatories specified in Group B, as follows:
Group A Group B
Cy Borg Cyril Concert
Porgy N. Bess Nonito Buonasera.”
Bank funds, withdrawal of
“RESOLVED. That, amending previous resolutions on the same subject, all checks,
drafts, withdrawal slips, promissory notes, letters of credit, commercial papers, or orders with
respect to the funds at any time to the credit of Dax Garments, Inc. (the ‘Corporation’) with
the XYZ Bank (the ‘Bank’), and/or against any account of the Corporation maintained at any
time with the Bank, inclusive of any such checks, drafts or other orders in favor of any of the
officers hereinafter named, shall be signed (i) singly by the President, Mr. Cesar Julius, or (ii)
jointly by the General Manager, Ms. Contessa Ambot, and the Finance & Administrative
Manager, Ms. NancyYellen.”
Bank signatories, exclusion from list of
Bureau of Customs, grant of authority to register and transact business with the
“RESOLVED FURTHER, That the Treasurer, Mr. Benjamin Mayor, and the Finance
Manager, Mr. Carlos Primero, be, as they are hereby, authorized, singly and without necessity
of joint concurrence, (a) to sign and deliver the requisite application for registration with the
Customs Intelligence 0and Investigation Service of the Bureau of Customs and such other
documents as may be required or necessary, and (b) to enter into transactions with the Bureau
of Customs in respect of the business of the Corporation.”
Bureau of Customs, grant of limited authority to transact business with the
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(3) The execution, signature and delivery, on behalf of the Corporation, of all papers,
documents and other communications, such as but not limited to complaints, appeals,
queries, cancellations, endorsements and authorizations, as may be necessary or
required by the Bureau of Customs.”
Business name, adoption of
Business name, amendment of First Article of the Articles of Incorporation
(stockholders)
(b) the amendment, for this purpose, of the First Article of the Articles of Incorporation as
follows:
‘FIRST. That the name of the said corporation shall be ALPHA
COMMUNICATIONS, INC., doing business under the following business names:
(i) Centauri Communication Specialists;
(ii) Maximus Media Buyer; and
(iii) Advertising Adepts.’ (Amendments underscored)
Capital increase (Board)
‘SEVENTH. That the capital stock of the said corporation is ONE
HUNDRED MILLION PESOS (P100,000,000), Philippine Currency, and said
capital stock is divided into one hundred million (100,000,000) shares of stock
with the par value of One Peso (P1.00) each.’ ” (Amendments underscored)
“RESOLVED FURTHER, That the stockholders of the Corporation be, as they are
hereby, called to a special meeting on December 10, 2008, at 10:00 p.m., at the principal
office of the Corporation to consider the abovementioned proposals.”
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Capital increase (stockholders)
‘SEVENTH. That the capital stock of the said corporation is ONE
HUNDRED MILLION PESOS (P100,000,000), Philippine Currency, and said
capital stock is divided into one hundred million (100,000,000) shares of stock
with the par value of One Peso (P1.00) each.’ ” (Amendments underscored)
Capital increase, supported by stock dividends (Board)
“RESOLVED, That the Board of Directors approve and recommend, as it hereby
approves and recommends, to the stockholders the consideration and adoption of the
following proposals:
(i) the declaration of a stock dividend in the amount of P1,900.00 per share or an
aggregate amount of P1,900,000.00 in favor of all stockholders of record of the
Corporation as of July 15, 2001;
(ii) the increase in the authorized capital stock of the Corporation, to accommodate the
aforementioned stock dividend declaration, from P400,000.00, divided into 4,000
shares of the par value of P100.00 each share, to P5,000,000.00, divided into
50,000 shares of the par value of P100.00 each share; and
(iii) the amendment of the Seventh Article of the Articles of Incorporation, in order to
carry out the said increase in the authorized capital stock, as follows:
‘SEVENTH. The capital stock of the Corporation is Five Million Pesos
(P5,000,000), Philippine currency, divided into fifty thousand (50,000) shares
of the par value of One Hundred Pesos (P100) each share.’ (Amendments
underscored)
“RESOLVED FURTHER, That the stockholders of the Corporation be, as they are
hereby, called to a meeting immediately after this meeting of the Board of Directors to
consider the abovementioned proposals.”
Capital increase, supported by stock dividends (stockholders)
“RESOLVED, That the stockholders approve, as they hereby approve, the following
proposals of the Board of Directors:
(i) the declaration of a stock dividend on the common shares in the total amount of
P51,000,000.00, or 34 stock dividend shares for each of the 15,000 outstanding
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common shares or a total of 510,000 stock dividend shares, in favor of the holders of
record of common shares of the Corporation as of May 5, 2009;
(ii) the increase in the authorized capital stock of the Corporation, to accommodate the
aforementioned stock dividend on the common shares, from P2,000,000.00, divided
into 15,000 common shares and 5,000 preferred shares, both of the par value of
P100.00 each share, to P100,000,000.00, divided into 995,000 common shares and
5,000 preferred shares, both of the par value of P100.00 each share; and
(iii) the amendment of the first paragraph of the Seventh Article of the Amended Articles
of Incorporation, in order to carry out the said increase in the authorized capital stock,
as follows:
‘SEVENTH. That the amount of capital stock of the said corporation is ONE
HUNDRED MILLION PESOS (P100,000,000), Philippine currency, and the said
capital stock is divided into:
(a) Nine Hundred NinetyFive Thousand (995,000) Common shares, and
(b) Five Thousand (5,000) Preferred shares
of the par value of One Hundred Pesos (P100) each.’ (Amendments underscored);
“RESOLVED FURTHER, That the directors and appropriate officers of the
Corporation be, as each of them hereby is, authorized and directed to execute and file
the necessary certificates and other documents with the Securities and Exchange
Commission and to do all things necessary to carry into effect the aforementioned
increase in the authorized capital stock of the Corporation.”
Cash bond, withdrawal of
Cash dividend, declaration of (payment in one lump sum)
“RESOLVED, That the Board of Directors of ABC Corporation declare, as it hereby
declares, a cash dividend in the amount of P1,600.00 per share, or an aggregate amount of
P1,600,000.00, in favor of all stockholders of record as of the close of business on April 17,
1996, which cash dividend shall be payable in one lump sum on or before May 30, 1996.”
Cash dividend, declaration of (payment in installments)
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“RESOLVED, That the Board of Directors declare, as it hereby declares, a cash
dividend of 10% of the par value of each share in favor of all stockholders of record as of the
close of business on April 30, 2009, which cash dividend shall be payable, as the cash flow of
the Corporation may permit, on or before December 31, 2009.”
Chattel mortgage, constitution of
Clark Special Economic Zone application
Corporate acts, ratification of (stockholder)
“RESOLVED, That all corporate acts and transactions since the annual meeting of the
stockholders held on April 20, 2004, including the acts of the Board of Directors, officers and
management, as reflected in the minutes of meetings, financial statements and other records of
the Corporation, be, as they are hereby, approved, ratified and confirmed.”
Corporate name, change of (Board)
“RESOLVED, That the Board of Directors of Winsome Health Products, Inc. (the
‘Corporation’) recommend, as it hereby recommends to the stockholders the consideration
and adoption of the following proposals :
(i) the change in the name of the Corporation from Luz Sam Health Products, Inc. to
Winsome Health Products, Inc.; and
(ii) the amendment, for this purpose, of the First Article of the Articles of Incorporation,
as follows:
‘FIRST. That the name of said corporation shall be WINSOME
HEALTH PRODUCTS, INC’
Corporate credit card facility
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“RESOLVED FURTHER, That the Chairman of the Board and President, Mr. Hiro
Nobumi, be as he is hereby, authorized to sign, execute and deliver, for and in behalf of the
Corporation, the requisite application for such corporate credit card facility and any other
document or instrument as may be necessary, under such terms and conditions as he may
deem to be in the best interest of the Corporation;
“RESOLVED FINALLY, That the Chairman of the Board and President, Mr.
Hirofumi Inoue, be, as he is hereby, authorized to assign the use of the credit cards that may
be issued under the aforementioned corporate credit card facility to such officers of the
Corporation as he may deem entitled thereto considering their functions and duties.”
Credit facilities/any source
“RESOLVED, That the Board of Directors of HIJ PRETTY GARMENTS, INC. (the
‘Corporation’) authorize, as it hereby authorizes, the Corporation to obtain credit facilities
from any banking or financial institution in the Philippines up to an aggregate principal
amount not exceeding One Hundred Million Pesos (P100,000,000) under such terms and
conditions as the President, Ms. Clara Winthrop, may in he sole judgment approve;
Jeannette Sy General Manager
Jessica Gray Corporate Secretary
Stephanie Bustiere Finance & Administrative Manager.”
Credit facility/direct lease and/or sale with leaseback
“RESOLVED FURTHER, That any two (2) of the following officers of the
Corporation:
Juan de Bourbon Chairman of the Board and President
Felix D. Puza Vice President
Ester Raymundo Treasurer
be, as they are hereby, authorized on behalf of the Corporation to sign, execute and deliver
any and all documents and instruments which may be necessary to obtain and use the above
mentioned direct lease/sale and leaseback facility including, but not limited to, negotiable
and nonnegotiable instruments, indemnity agreements, assignments, endorsements,
mortgages, pledges and receipts.”
Credit facility/loan
“RESOLVED, That the Board of Directors of MAKE SHOPPING EASY, INC. (the
‘Corporation’) authorize, as it hereby authorizes, the Corporation to obtain a loan from the H
&W Banking Corporation (the ‘Bank’) in the principal amount of not more than Two
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Million Pesos (P2,000,000) under such terms and conditions as any two (2) of the officers
named below may deem to be in the best interest of the Corporation;
“RESOLVED FURTHER, That all credit agreements, mortgages, pledges, promissory
notes, assignments, endorsements, and other documents which may be required by the Bank
in respect of such loan, including the renewal, extension or increase thereof, shall be signed
by any two (2) of the following officers of the Corporation:
Credit facility/omnibus line
Group A Group B
Lan Kwai Fong Owen Will
Jaime Garner Robert Lee
Sherman Tank
be, as they are hereby, authorized on behalf of the Corporation to do the following:
(i) to sign, execute and deliver any and all documents and instruments which may be
necessary for obtaining and operating the abovementioned Omnibus Credit Line
including, but not limited to, negotiable and nonnegotiable instruments, indemnity
agreements, assignments, endorsements, mortgages, pledges, receipts and other
instruments conveying corporate properties to the Bank; and
(ii) to negotiate for the renewal or extension of the said Omnibus Credit Line and to
accept any or all of the additional or modified terms and conditions which the Bank
may impose, with full power and authority to sign all such contracts or documents
embodying such additional or modified terms and conditions, in the event that the
Omnibus Credit Line granted by the Bank is not paid in full at maturity.”
Condominium unit, purchase of
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Golf playing rights, assignment of
“RESOLVED, That, effective October 7, 2008 and amending previous resolutions on
the same subject matter, Mr. Konichi Wa be, as he is hereby, replaced by Mr. Kansai Chu as
the assignee of the club membership and playing rights in the Sta. Elena Golf Club, Inc. of
which the Corporation is a stockholder.”
House and lot, purchase of
Land, lease of
Land, purchase of unregistered
“RESOLVED, That the Board of Directors of ZENITH MEMORIAL PARK, INC. (the
‘Corporation’) ratify and confirm, as it hereby ratifies and confirms, the purchase by the
Corporation, through its agent, Mr. Lamberto Uson, of one (1) parcel of unregistered land,
identified as Lot No. 5 in Approved Survey Plan No. PSU 052173010221, located in Barrio
Alma, Buenavista, Camarines Sur, from Mr. Bart Buhay, and which parcel of land is more
particularly described as follows:
[technical description]
“RESOLVED FURTHER, That the authority of Mr. Lamberto Uson, to execute and
deliver the Deed of Absolute Sale, dated March 9, 2009, on behalf of the Corporation which
was then in the process of organization, be ratified and confirmed;
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Land, sale of
“RESOLVED, That the Board of Directors of DELTA DEVELOPMENT COMPANY, INC.
(the ‘Corporation”) approve, as it hereby approves, the sale of that parcel of land owned by
the Corporation, covered by Transfer Certificate of Title No. T40129 of the Registry of
Deeds of Bukidnon, and situated in Barangay Beata, Munsayac, Bukidnon, to Inter Milan
Pharmaceuticals, Inc., a Philippine corporation with principal office at Juan Luna St., Mabolo,
Ormoc City, at the price and under the other terms and conditions set out in the letter of Litro
Real Estate Brokers, agent of Inter Milan Pharmaceuticals, Inc., to the Corporation dated
January 16, 2003;
“RESOLVED FURTHER, That the President, Ms. Fiorella Guardina, be, as she is
hereby, authorized to execute and deliver the appropriate contract to sell, deed of absolute sale
and all other related documents on behalf of the Corporation.”
Lease of store spaces
“RESOLVED FURTHER, That the Treasurer, Ms. Michelle Estoril, be, as she is
hereby, authorized to sign, execute and deliver, on behalf of LHI, the appropriate contracts of
lease and other documents necessary to effect the lease of the abovespecified store spaces in
the name of LHI.”
Merchant agreements with card companies
“RESOLVED, That the Board of Directors of OCRA RETAIL ENTERPRISES, INC. (the
‘Corporation’) authorize, as it hereby authorizes, the Corporation to enter into merchant
agreements with reputable credit card companies;
“RESOLVED FURTHER, That Ms. Pacita Ylang and Ms. Marichu Tampinco, be, as
they are hereby, authorized, singly, to sign, execute and deliver, on behalf of the Corporation,
any and all documents and instruments which may be necessary to carry out the intent of this
resolution.”
Motor vehicle, transfer of title
Make : 2006 Nissan Sentra 1.5 SGX
Type : 4door sedan
Plate No. : XRT137
Serial/Chassis No. : HLA12C20584
Motor No. : J15231742 D
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in order to offset the claim she has for separation benefits due her from the Corporation;
“RESOLVED FURTHER, That the Vice President for Operations and Administration,
Mr. Nandu Persy, be, as he is hereby, authorized to sign, execute and deliver on behalf of
the Corporation the deed of transfer and other documents necessary to effect the transfer of
ownership and registration of the said motor vehicle.”
Motor vehicle, purchase of
“RESOLVED FURTHER, That Enigma, be, as it is hereby, authorized to obtain from
any bank or finance company financing for the acquisition by Enigma of the said Kia
Sportage, model 2009;
“RESOLVED FINALLY, That the President, Mr. Steve Mason, be, as he is hereby,
authorized to sign, execute and deliver on behalf of the Corporation such documents as may
be required or necessary to effect the acquisition, financing and registration of the said motor
vehicle in the name of the Corporation.”
Pretrial authority/general
“RESOLVED, That the Board of Directors of FORTUNE INDUSTRIES, INC. (the
“Corporation”) authorize, as it hereby authorizes, Mr. Rogelio Monteverde, Assistant Finance
Manager, to sign, execute and deliver all the papers and documents that may be required or
necessary in order to institute and prosecute criminal and civil cases in connection with the
dishonored checks issued to the Corporation in payment of the accounts of Nebula Groceries,
Inc.; to negotiate, conclude, enter into and execute a compromise agreement or amicable
settlement of the cases; to sign and execute affidavits of desistance under such terms and
conditions as he may deem beneficial to the Corporation; to agree on the simplification of the
issues; to amend the pleadings; to obtain stipulations or admissions of facts and of documents
to avoid unnecessary proof; to limit the number of witnesses; and to do and agree on such
other matters as may aid in the prompt disposition of any case instituted for the benefit of the
Corporation.”
Pretrial authority/specific case
(6) The advisability of a preliminary reference of issues to a commissioner; and
(7) Such other matters as may aid in the prompt disposition of the case;
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“RESOLVED FURTHER, That the Corporation grant to the said attorneyinfact, as it
hereby does, full power and authority to do and perform all that is necessary and proper to
accomplish his authority, as fully to all intents and purposes as the Corporation might or could
do if present and acting in person, hereby ratifying and confirming all that the said attorney
shall lawfully do or cause to be done under and by virtue of these authorization.”
Reserve, creation of
“RESOLVED, That the Board of Directors of SAMMY’S FOOD SERVICES, INC.
(the ‘Corporation’) approve, as it hereby approves, the creation of a reserve for plant
expansion and the appropriation, for the said purpose, of Two Million Five Hundred
Thousand Pesos (P3,500,000) out of the unrestricted retained earnings of the Corporation in
the amount of Six Million Pesos (P6,000,000) per the audited financial statements of the
Corporation as of December 31, 2008.”
Resignation, acceptance of
“RESOLVED, That the Board of Directors accept, as it hereby accepts, with regret the
resignation of Mr. Hans Gretel as Vice President and Treasurer of the Corporation, effective
immediately.”
Rightofway agreement, approval of
“RESOLVED, That the Board of Directors of BACCHUS MEMORIAL PARK, INC. (the
‘Corporation’) approve, as it hereby approves, the execution and delivery by the Corporation
of an agreement with Bonsai Memorial Garden, Inc. (‘BMG’) for the constitution of an
easement of right of way over the property of BMG in order that the Corporation could have
an adequate and convenient outlet to public roads, as well as an easement over the existing
electrical, water and sewerage systems of BMG;
“RESOLVED FURTHER, That the Treasurer, Mr. Antonio Perez, be, as he is hereby
authorized, to consider and approve, on behalf of the Board of Directors, the terms and
conditions for the grant of the abovementioned easement, and to execute and deliver, on
behalf of the Corporation, the appropriate agreements and other documents necessary to effect
the purpose and intent of this resolution.”
Safety deposit box, operation and access to
“RESOLVED, That, amending previous resolutions on the same subject matter, any
two (2) of the following officers of ZZZ BEDS, INC. (the ‘Corporation’), formerly Sleepy
Heads, Inc., be, as they are hereby, authorized to operate and have access to the safety deposit
box of the Corporation with the Banco de Plata, Tektite Branch, Ortigas Center, Pasig City:
Marion Mendoza Finance Director
Jane Vegara Accounting Manager
Etta Rosal Business Planning Manager
Francisco de Jesus HR Payroll Specialist;
“RESOLVED FURTHER, That this resolution shall take effect immediately."
Shares of stock, opening up for subscription
“RESOLVED, That the Board of Directors of PLEXUS INDUSTRIES, INC. (the
‘Corporation’) authorize, as it hereby authorizes, the opening up for subscription by the
stockholders of record of the Corporation as of April 30, 2009, two thousand (2,000) shares of
the Corporation, with an aggregate par value of P2,000,000.00, out of the Corporation’s
authorized but unissued capital stock, under the following terms and conditions:
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(a) Subscription price Par value (i.e., P1,000 per share).
(b) Deadline for subscription Stockholders may subscribe to their pro rata share of the
two thousand (2,000) shares on offer by executing a Subscription Agreement and
submitting the same to the Treasurer of the Corporation, Ms. Ester Mason, at 123
Lebron Ave., Makati City, at any time during business hours on weekdays, on or
before May 30, 2009. However, the subscription shall not become effective and shall
not be accepted by the Corporation until and unless the Corporation receives full
payment of the subscription on or before June 30, 2009.
(c) Disposition of unsubscribed shares Shares not subscribed by May 30, 2009 shall be
disposed of by the Corporation in such manner as may later on be decided by the
Board of Directors.”
Shares of stock, opening up for subscription by particular subscriber
“RESOLVED, That, subject to the approval of the increase in the authorized capital
stock by the stockholders and their waiver of their preemptive rights, the Board of Directors
of EXCELLENT MARKETING (PHILS.), INC. (the ‘Corporation’) approve, as it hereby approves,
(i) the subscription by Excellent Marketing Pte. Ltd. to 30,000,000 shares of stock of the
Corporation, out of the proposed increase of 50,000,000 shares in the authorized capital stock,
and (ii) the payment for such subscription by Excellent Marketing Pte. Ltd. in the following
manner:
(a) 20,000,000 shares, with a subscription price of P1.00 per share, to be paid for by the
conversion into equity of P20,000,000.00 worth of receivables due from the
Corporation and owing to Excellent Marketing Pte. Ltd.; and
(b) 10,000,000 shares, with a subscription price of P1.00 per share, to be paid for in cash.”
Shares of stock, participation in delinquency sale of
“RESOLVED FURTHER, That Mr. Dean Bayan be, as he is hereby, authorized to
represent the Corporation at the said public bidding as its attorneyinfact, with full power and
authority to do and perform all things necessary and proper to be done in and about the
premises including, but not limited to, acceptance of the rules of the bidding and
determination of what shares to bid for, the number of such shares to be acquired, and the
amount of each bid;
“RESOLVED FINALLY, That the President, Mr. Albano Cruz, be, as he is hereby,
authorized to execute and deliver the special power of attorney herein required in favor of Mr.
Dean Bayan.”
Shares of stock, sale of
“RESOLVED FURTHER, That the Treasurer, Ms. Linda Banaag, be, as she is hereby,
authorized to execute and deliver the appropriate deed of sale of shares of stock on behalf of
the Corporation.”
Shares of stock, transfer of property in exchange for
“RESOLVED, That the Board of Directors of Echelon Farms, Inc. (the ‘Corporation’)
approve and accept, as it hereby approves and accepts, the assignment, transfer and
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conveyance by Lucas Pakaskas of all his rights, titles and interests (i) in each of the following
three (3) parcels of land, all located in the Province of Bulacan and registered in the name of
Lucas Pakaskas with the Registry of Deeds of Bulacan, together with the buildings and other
improvements thereon:
as more particularly described in Annex A attached to this resolution and made an integral
part hereof, and (ii) in the hogs, feeds, machinery, vehicles and office equipment, furniture,
fixtures and supplies owned by Lucas Pakaskas and specified in Annex A, which parcels of
land and properties described and specified in Annex A have an aggregate appraised value as
of March 31, 2005 of not less than P20,000,000.00, in exchange for, and in full payment of,
two thousand (2,000) shares of stock of the Corporation with an aggregate par value of Two
Thousand Pesos (P200,000), Philippine currency, subscribed to by Lucas Pakaskas;
“RESOLVED FURTHER, That the Board of Directors approve, as it hereby approves,
the proposed Deed of Assignment of Realty and Other Properties in Exchange For Shares of
Stock between Lucas Pakaskas and the Corporation, a copy of which was presented at this
meeting, and that Celine Dionisia be, as she is hereby, designated as the authorized
representative of the Corporation to sign, execute and deliver the said Deed of Assignment on
behalf of the Corporation.”
Tax protest
“RESOLVED FURTHER, That the Treasurer, Mr. Reynaldo Aportadera, be, as he is
hereby, authorized to cause the preparation and filing of the Petition and to sign and verify
the same on behalf of the Corporation.”
Telecommunication services
“RESOLVED FURTHER, That the President, Mr. Daniel Shelby, be, as he is hereby,
authorized, directed and empowered, to sign, execute and deliver on behalf of the Corporation
any and all applications and other documents necessary or required in order that the
Corporation could avail itself of any of the services of Giga Telecom and implement the intent
of this resolution.”
Telephone line, transfer of
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“RESOLVED FURTHER, That Mr. Ron Santos, Administrative Officer of the
Corporation, be, as he is hereby, authorized to sign and deliver the appropriate deed of
transfer covering the abovespecified telephone number and such other documents as may be
necessary to effect the intent of this resolution.”
Wastes or obsolete goods
“RESOLVED FURTHER, That the Finance Director, Ms. Marian Susano, be, as she
is hereby, authorized, to sign, execute and deliver on behalf of the Corporation the ‘Sworn
Declaration of Goods as Wastes or Obsolete’ required by the Bureau of Internal Revenue and
such other documents as may be necessary in order that the Corporation may properly claim
the value of the goods declared as wastes or obsolete as a deductible expense from its
income.”
Write off of uncollectible and worthless accounts receivable
“RESOLVED FURTHER, That the President, Mr. Victor Serra, and the Finance
Director, Ms. Marian Susano, be, as they are hereby, authorized, jointly, to sign, execute and
deliver on behalf of the Corporation such documents as may be required or necessary in
order that the Corporation may properly deduct the said accounts receivable as an expense
from its income tax return for the year 2008.”
Write off of value of products unfit for sale
“RESOLVED FURTHER, That the President, Mr. Victor Serra, and the Finance
Director, Ms. Marian Susano, be, as they are hereby, authorized, jointly, to sign, execute and
deliver on behalf of the Corporation such documents as may be required or necessary in order
that the Corporation may properly claim the amount of P800,507 as an expense from its
income tax return for the year 2008.”
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