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
SecCert.docx