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MINUTES OF ORGANIZATIONAL MEETING OF

THE BOARD OF DIRECTORS OF


CASTANEDA SHIP MANNING CO., INC.

The Board of Directors of CASTANEDA SHIP MANNING CO., INC., (the


"Corporation") held its organizational meeting at Ground Floor, Alpha Grandview
Condominium, M.H. Del Pilar St., Malate, Manila, on 25 April 2018.

All of the directors of the Corporation were present, namely:

VICTOR RAMOS CASTAÑEDA


SISAN ALON-ALON CASTAÑEDA
ASISCLO ALON-ALON CASTAÑEDA III
MARIA LOURDES ALON-ALON CASTAÑEDA
ATRICIA ANN ALON-ALON CASTAÑEDA
ROGELIO RACHO PAGADOR
YUTAKA TOMITA

and therefore constituting a quorum.

Mr. Asisclo A. Castañeda III, called the meeting to order and presided over the same.
Atricia Ann A. Castañeda recorded the minutes thereof.

List of Key Officers

The Board of Directors and stockholders elected the following Key Officers of the
Corporation:

1. Asisclo Alon-Alon Castañeda III Chairman & President


2. Maria Lourdes Alon-Alon Castañeda Vice President for Administration
3. Atricia Ann Alon-Alon Castañeda Corporate Secretary & Vice-
President for Finance
4. Susan Alon-Alon Castañeda Treasurer
5. Victor Ramos Castañeda Director
6. Rogelio Racho Pagador General Manager
7. Yutaka Tomita Director

Opening of Bank Account and Designation of Signatories

The Chairman mentioned the need to open a Philippine Peso current and/or savings
accounts with LAND BANK OF THE PHILIPPINES or in any branches of the same
bank anywhere in the Philippines. After due discussion and upon motion made and
seconded, it was:

“RESOLVED, that LAND BANK OF THE PHILIPPINES (the


“Bank”) and for any of its branches, be as it hereby is designated as the
depository of the moneys and funds of this Corporation and that each of
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the officers, agents and employees of this Corporation is hereby
authorized to deposit any of the Corporation’s funds in said Bank, and
said Bank is hereby authorized to pay, encash or otherwise honor and
charge to this Corporation, without inquiry as to whether the same be
drawn or required for the Corporation’s business or benefit, any and all
checks, notes, drafts, bills of exchange, acceptances, orders or other
instruments for the payment of money or other withdrawal of funds,
including those which may cause an overdraft, when assigned, made,
drawn, accepted or endorsed on behalf of or in the name of this
Corporation by any two, of the following officers coming from different
sets, namely:

SET A

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

SET B

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

RESOLVED FURTHER, that the Bank is authorized to receive for


deposit or collection any items purporting to be endorsed in the name of
the Corporation, and hereby ratifying and approving all that the Bank may
do or cause to be done, including execution of agreements or contracts
with such authorized officers, or acting on the instructions, whether
written or verbal, of said authorized officers, on matters relating to the
Bank accounts of the Corporation;

2
RESOLVED FURTHER, that any two, of the following officers coming
from different sets, namely:

SET A

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

SET B

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

be, as they are hereby, authorized to negotiate, apply for, borrow and
obtain loans and other credit accommodations for this Corporation
provided that the SET A signatory shall always sign jointly with any one
from the SET B signatories, to jointly execute and deliver, at all times
from said Bank in such amount and under such terms as are or may be
required by the Bank, including the renewals, extensions, increases or
restructuring thereof, and to make, execute, sign and deliver promissory
notes, drafts, acceptances, agreements and any other agreement of this
Corporation, in the form satisfactory to said Bank and as security thereof,
to assign, pledge or mortgage, bills of account, receivables, warehouse
receipts, shares of stocks, merchandise, real estate or any other property of
any nature or description now held or may be held by and belonging to
this Corporation, as may be required and may be acceptable to the Bank;

RESOLVED MOREOVER, that any two, of the following officers


coming from different sets are authorized to close any or all of the
accounts of the Corporation with the Bank;

RESOLVED FINALLY, that all the foregoing authorities shall continue


to be in full force and effect until revoked or modified by a resolution to
3
that effect adopted by the board of directors of the Corporation, duly
attested in a notarized certificate, issued by its duly-appointed Corporate
Secretary and conveyed in a written notice actually received by the Bank
at its office where the account of the Corporation is then maintained,
provided that such notice shall not be effective with respect to any
exercise of said authorities prior to the receipt thereof, nor with respect to
any checks or other instrument for the payment of money or the
withdrawal of funds dated to the date of such notice, but presented to the
Bank prior to the receipt of such notice; and said Bank is hereby
authorized at all times to rely upon the latest notice, certificate or
communication received by it when so authenticated by the Secretary or as
Assistant Secretary of this Corporation.”

Adjournment

There being no further business to transact, the meeting thereupon adjourned.

___________________________________
ATRICIA ALON-ALON CASTAÑEDA
Corporate Secretary

Attest:

VICTOR R. CASTAÑEDA SUSAN A. CASTAÑEDA


TIN No. 101-808-501-000 TIN No. 101-808-542-000

ASISCLO A. CASTAÑEDA III MARIA LOURDES A. CASTAÑEDA


TIN No. 237-503-190-000 TIN No. 252-175-675-000

ROGELIO R. PAGADOR YUTAKA TOMITA


TIN No. 101-808-288-000 TIN No. 272-118-657-000

SUBSCRIBED AND SWORN TO before me this day of ___________________,


Affiants exhibited to me their Tax Identification Numbers details of which are written
below their names.

Notary Public
Doc No.____
Page No. ____
Book No.____
Series of 2018

4
BOARD RESOLUTION 2018 dated 25 April 2018

A special meeting was called for the election of CASTANEDA SHIP MANNING
CO., INC. Board of Directors and Key Officers where a proper quorum was in order. The
following were agreed upon:

The Chairman mentioned the need to open a Philippine Peso current and/or
savings accounts with LAND BANK OF THE PHILIPPINES or in any branches of the
same bank anywhere in the Philippines. After due discussion and upon motion made and
seconded, it was:

“RESOLVED, that LAND BANK OF THE PHILIPPINES (the


“Bank”) and for any of its branches, be as it hereby is designated as the
depository of the moneys and funds of this Corporation and that each of
the officers, agents and employees of this Corporation is hereby
authorized to deposit any of the Corporation’s funds in said Bank, and
said Bank is hereby authorized to pay, encash or otherwise honor and
charge to this Corporation, without inquiry as to whether the same be
drawn or required for the Corporation’s business or benefit, any and all
checks, notes, drafts, bills of exchange, acceptances, orders or other
instruments for the payment of money or other withdrawal of funds,
including those which may cause an overdraft, when assigned, made,
drawn, accepted or endorsed on behalf of or in the name of this
Corporation by any two, of the following officers coming from different
sets, namely:

SET A

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

SET B

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

5
ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

RESOLVED FURTHER, that the Bank is authorized to receive for


deposit or collection any items purporting to be endorsed in the name of
the Corporation, and hereby ratifying and approving all that the Bank may
do or cause to be done, including execution of agreements or contracts
with such authorized officers, or acting on the instructions, whether
written or verbal, of said authorized officers, on matters relating to the
Bank accounts of the Corporation;

RESOLVED FURTHER, that any two, of the following officers coming


from different sets, namely:

SET A

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

SET B

NAME POSITION SIGNATURE

ASISCLO A. CASTAÑEDA III President _______________;

ATRICIA ANN A. CASTAÑEDA Vice President _______________;

ROGELIO R. PAGADOR General Manager _______________;

VICTOR R. CASTAÑEDA Director _______________;

be, as they are hereby, authorized to negotiate, apply for, borrow and
obtain loans and other credit accommodations for this Corporation
provided that the SET A signatory shall always sign jointly with any one
from the SET B signatories, to jointly execute and deliver, at all times
from said Bank in such amount and under such terms as are or may be
required by the Bank, including the renewals, extensions, increases or
6
restructuring thereof, and to make, execute, sign and deliver promissory
notes, drafts, acceptances, agreements and any other agreement of this
Corporation, in the form satisfactory to said Bank and as security thereof,
to assign, pledge or mortgage, bills of account, receivables, warehouse
receipts, shares of stocks, merchandise, real estate or any other property of
any nature or description now held or may be held by and belonging to
this Corporation, as may be required and may be acceptable to the Bank;

RESOLVED MOREOVER, that any two, of the following officers


coming from different sets are authorized to close any or all of the
accounts of the Corporation with the Bank;

RESOLVED FINALLY, that all the foregoing authorities shall continue


to be in full force and effect until revoked or modified by a resolution to
that effect adopted by the board of directors of the Corporation, duly
attested in a notarized certificate, issued by its duly-appointed Corporate
Secretary and conveyed in a written notice actually received by the Bank
at its office where the account of the Corporation is then maintained,
provided that such notice shall not be effective with respect to any
exercise of said authorities prior to the receipt thereof, nor with respect to
any checks or other instrument for the payment of money or the
withdrawal of funds dated to the date of such notice, but presented to the
Bank prior to the receipt of such notice; and said Bank is hereby
authorized at all times to rely upon the latest notice, certificate or
communication received by it when so authenticated by the Secretary or as
Assistant Secretary of this Corporation.”

IN ACCEPTANCE AND AGREEMENT TO THE FOREGOING


RESOLUTIONS, we have hereunto set our signatures this ___day of
_______________, 2018, at Manila.

VICTOR R. CASTAÑEDA DR SUSAN A. CASTAÑEDA


TIN No. 101-808-501-000 TIN No. 101-808-542-000

ASISCLO A. CASTAÑEDA III MARIA LOURDES A.


CASTAÑEDA
TIN No. 237-503-190-000 TIN No. 252-175-675-000

ROGELIO R. PAGADOR YUTAKA TOMITA


TIN No. 101-808-288-000 TIN No. 272-118-657-000

ATRICIA ANN A. CASTAÑEDA


TIN No. 245-309-271-000

7
SUBSCRIBED AND SWORN TO before me this day of ___________________,
Affiants exhibited to me their Tax Identification No. details of which are written below
their names.

Notary Public
Doc No.____
Page No. ____
Book No.____
Series of 2018

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