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Ocs - Directors' Certificate (All in One)

The document is a Directors' Certificate from a Cooperative in the Philippines. It summarizes that an audit found discrepancies in investment amounts collected by 3 officers. These officers did not provide requested records or return funds. As a result, the Board terminated one officer, suspended the others, and resolved to file legal action against them for possible misappropriation. It also appointed new officers and authorized representatives to pursue legal claims on behalf of the Cooperative.

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Mark Abilo
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65 views4 pages

Ocs - Directors' Certificate (All in One)

The document is a Directors' Certificate from a Cooperative in the Philippines. It summarizes that an audit found discrepancies in investment amounts collected by 3 officers. These officers did not provide requested records or return funds. As a result, the Board terminated one officer, suspended the others, and resolved to file legal action against them for possible misappropriation. It also appointed new officers and authorized representatives to pursue legal claims on behalf of the Cooperative.

Uploaded by

Mark Abilo
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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REPUBLIC OF THE PHILIPPINES )

) S.S.

DIRECTORS' CERTIFICATE

We, the undersigned officers and majority of the members of the Board of Directors
of a Cooperative organized and existing under the Laws of the Philippines, do hereby certify
that during the Special Meeting of the Board of Directors on _____________ held at the
Cooperative’s principal place of business at where a quorum was present and acted
throughout, the following resolutions have been duly approved, to wit:

WHEREAS, the Cooperative has conducted an internal audit as part of its good
governance initiatives following unconfirmed reports that there were amounts inquired into
by several investors which do not tally with the existing records of the Cooperative in its
office;

WHEREAS, upon an initial audit by the officers, it was discovered that there was a
discrepancy in the amounts indicated on the records of the Cooperative and tally of
investments made by some of the known investors of the Cooperative;

WHEREAS, this discrepancy was mainly due to the unavailability of the accounting
and banking records of the Cooperative, which are currently in possession of its officers in
charge of collecting investments from clients and securing the same for future release,
namely:

WHEREAS, the members of the Board of Directors attempted to communicate with


the above-mentioned officers for the return of the financial records of the Cooperative and the
amounts of investments collected from the Cooperative’s clients. Yet, the Cooperative did not
receive a direct response, nor were the records and funds presumably in their possession were
returned;

WHEREAS, in their effort to be clarified on the matter, the remaining members of


the Board of Directors issued notices to the three (3) officials of the Cooperative, demanding
them to provide the financial records reflecting the names and amounts of investments taken
by them from the Cooperative’s clients;

WHEREAS, as for her failure to communicate with the Board of Directors of the
Cooperative, whether formally or informally, the latter issued a Notice to demanding her to
explain her unauthorized absences in accordance with the Cooperative’s policy and the
provisions of the Labor Code of the Philippines. This was also following a confirmation by
the Board of Directors that her absence was not justified by any sickness or occurring
emergency, whatsoever;

WHEREAS, the result of the initial audit made by the Board of Directors revealed
that there were unexplained transactions directly attributable to the 3 officials which were not
authorized and reported to the Board of Directors;
WHEREAS, based solely thereon, it could be gleaned by the Cooperative that the
said officials have connived with each other to commit a possible misappropriation resulting
in the unexplained discrepancies/deficiency in the amounts of investments they collected
from clients;

WHEREAS, to allow any unhampered and objective investigation of the financial


records of the Cooperative, the Board of Directors decided to preventively suspend for the
period allowed for such under the laws, for which separate notices were issued on different
dates;

WHEREAS, the Board of Directors notified of her termination as the secretary and
cashier of the Cooperative after her failure to comply with the demand indicated in the
previous notice to explain her unauthorized absences;

WHEREAS, in view of the foregoing, the Board issues the following resolutions, to
wit:

“REVOLVED, AS IT IS HEREBY RESOLVED, that in view of the termination of


Ms. Kenny O. Brillantes as the secretary of the Cooperative due to her unexplained
absences and her failure to comply with its order to produce the documents and funds in her
possession, the Board hereby appoints, as the duly qualified secretary in accordance with its
by-laws and the provisions of Republic Act (R.A.) No. 9520, or the Cooperative Code of the
Philippines;

RESOLVED, FURTHER, that due to the strong evidence of misappropriation duly


supported by the proper records of the Cooperative, the Board of Directors elects to file the
proper case, whether criminal or civil in nature, against the following individuals as the
officers directly in charge in the collection and custody of funds in vindication of its rights:

RESOLVED, FURTHER, that in relation to the above, the Cooperative does


hereby constitute and appoint, for and in behalf of the Cooperative, and to protect and
vindicate its rights as to any and all matters affecting its interests, properties, business,
goodwill,  as well as to defend, intervene, and participate on behalf of the Cooperative
in any and all actions that may be brought or filed against it in any court,
tribunal, administrative or quasi-judicial body or forum, and/or any derivative action or
appeal thereof, with full power and authority, as ample and broad as may be necessary
under the law, to do and perform on its behalf the following acts:

a. To execute, sign, and deliver the necessary pleadings, affidavits, motions,


including, but not limited to, certification and verification of non- forum
shopping, manifestations, compliances, and other documents relative to such
case as well as to attend hearings and conferences therein;

b. To enter into an amicable settlement or a submission to arbitration;

c. To submit to alternative modes of dispute resolution, including a referral to


commissioners;
d. To enter into stipulations or admissions of facts documents;

e. To agree on the simplification of the issues;

f. To amend the pleadings, motions, and/or other papers filed with the court,
quasi-judicial agency, or tribunal;

g. To obtain stipulations or admissions of facts and of documents to avoid


unnecessary proof;

h. To undertake a preliminary reference of the issues to a commissioner;

i. To agree on the propriety of rendering judgment on the pleadings, or summary


judgment, or of dismissing the action(s) should a valid ground(s) therefor
exist;

j. To agree on the advisability or necessity of suspending the proceedings;

k. To receive and/or serve summons issued by the court or tribunal with or


without the supervision of the sheriff, as may be allowed under the Rules of
Court; and

l. To do and perform any and all acts useful or necessary to carry into effect the
foregoing authority as entirely to all intents and purposes.

RESOLVED, FINALLY, that the following individuals are granted the authority by
the Board of Directors to obtain the Certified True Copies or authenticated copies of
documents and records pertaining to the Cooperative from the pertinent government
agencies (i.e., the Cooperative Development Authority, the Bureau of Internal Revenue,
and the City Government of Manila) charged with the custody of said documents:

IN WITNESS WHEREOF, we have hereunto set our hands this _____ day of
_______________ 2020 in ________________, Philippines.
SUBSCRIBED AND SWORN to before me this ____ day of _______________ in
_______________, Philippines by the above-named person who exhibited to me their
respective government-issued I.Ds as follows:

Doc. No. ____________:


Page No. _____________: NOTARY PUBLIC
Book No. _____________:
Series of 2020

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