(Sample Of Certified Extract Of Board Circulation ...



[Insert Company Name (Company No.)] (“Company”)

DIRECTORS’ CIRCULAR RESOLUTION IN WRITING PASSED PURSUANT TO ARTICLE [Insert Article No.] OF THE COMPANY’S CONSTITUTION

IT IS NOTED that the Directors intend to open bank account(s) and obtain for the Company, one or more of the Services from AMBANK (M) BERHAD (Company No. 196901000166 (8515-D)) (“AmBank”) and/or AMBANK ISLAMIC BERHAD (Company No. 199401009897 (295576-U)) (“AmBank Islamic”).

A copy of (i) the Master Services Terms and Conditions and/or Master Services Agreement (as the case maybe), Service Schedule, relevant Set-Up Form, Relevant Agreements and the supporting documentation relating to the Services (hereinafter collectively referred to as “The Agreements”) and (ii) the terms and conditions of each relevant account to be opened (the “Account Terms and Conditions”) where applicable, were obtained from AmBank and/or AmBank Islamic and circulated to each Director, where required, who confirm their receipt and knowledge of the contents of these documents.

Unless otherwise defined or the context indicates otherwise, capitalised terms herein shall have the meanings assigned to those terms in the Master Services Terms and Conditions and/or Master Services Agreement (as the case maybe), Service Schedule and relevant Set-Up Form and/or the Account Terms and Conditions, as applicable.

IT IS RESOLVED THAT:

A. OPENING OF ACCOUNT

1. Conventional / Islamic current, fixed deposit, term deposit, money market and treasury deposit account(s) whether in Ringgit Malaysia and/or foreign currency (“Account”) in the name of the Company be opened with AmBank and/or AmBank Islamic and any of its or their branches and subject to paragraph 2 (below), AmBank and/or AmBank Islamic be authorized and requested to honour all cheques, promissory notes and bills of exchange drawn, accepted or made on behalf of the Company and act in accordance to any instructions or directions from the Company with regard to the Account.

2. That any [insert no. of person(s)] of the following persons (“Account Authorised Persons”) be and is hereby authorised to:

a) sign the account opening form and all other documents, letters, confirmation, acknowledgements or undertakings whatsoever in connection with the Account that may be required by AmBank and/or AmBank Islamic;

b) give instructions to AmBank and/or AmBank Islamic for purposes and in relation to the operations of the Account including with regard to the debiting or crediting of the Account, payment of all cheques, promissory notes and bills of exchange drawn, accepted or made on behalf of the Company;

c) endorse all cheques, bills of exchange, promissory notes and other documents requiring endorsement on behalf of the Company; and

d) to give written notice to AmBank and/or AmBank Islamic to close any or all of the Account at anytime, with effect from such date as may stipulated in such notice.

|Particulars of Account Authorised Persons |Specimen Signature |

|Name:       | |

|Designation:       | |

|NRIC No.:       | |

|Name:       | |

|Designation:       | |

|NRIC No.:       | |

|Name:       | |

|Designation:       | |

|NRIC No.       | |

B. SERVICES

1. It is in the interest of the Company to apply for and use the Services and/or other product and services offered by AmBank/AmBank Islamic in relation to it.

2. The Company be and is hereby authorised to accept and use the Services and accepts the terms of The Agreements.

3. The Company endorses and accepts the legal documentation structure governing the Services and agree to be bound by the Accession Letter and The Agreements as the same may be varied, amended and/or supplemented (including by the addition of new clauses or Supplements) from time to time by AmBank / AmBank Islamic for additional Services or other options.

4. For the purposes of obtaining and utilising the Services, the persons listed below (the “Authorised Representative(s)”) whether singly or jointly with one or more of them be hereby authorised in their absolute discretion to:

a) agree to the terms set out in, sign and perform on behalf of the Company:

i) any application forms, The Agreements and all other forms (including any Set-Up Forms), indemnities, undertakings or other documents and agreements of whatsoever nature in connection with or pursuant to the Services;

ii) any amendment, alteration or modification to any or all of The Agreements where the Company’s consent is required, whether prior or subsequent to the execution of The Agreement;

iii) Accession Letter in the form as described in the Master Services Agreement or as prescribed by AmBank / AmBank Islamic;

b) give such instructions from time to time which are necessary and incidental to the operation of the Services applied for, including in respect of terminating or suspending any Services, or options within the Services,

and to take all such other actions and/or formalities for the successful acceptance and use of the Services by the Company.

Pursuant to this resolution, the details and specimen signature of the Authorised Representative(s) are as follows:

|Name |Signature |Initial |

| | | |

|Name       | | |

|(Designation)       | | |

|NRIC No. :       | | |

| | | |

|Name       | | |

|(Designation)       | | |

|NRIC No. :       | | |

| | | |

|Name       | | |

|(Designation)       | | |

|NRIC No. :      | | |

5. The Company hereby authorises and instructs AmBank / AmBank Islamic to allow [Insert Parent Company Name (Company No.)] (“Agent”) access to the Company’s accounts held with AmBank / AmBank Islamic for matters in relation to and for purposes of the Services.

6. The Agent shall be allowed to perform account inquiry and transactions on behalf of the Company, and the Agent shall determine the User who will have access to the Company’s accounts through use of e-AmBiz or other means of accessing in relation to and for purposes of the Services.

7. The Company hereby agrees to the manners which may be established and adopted by AmBank / AmBank Islamic as it deems suitable from time to time to facilitate the aforesaid Services.

8. The Company shall be bound by each act performed and each document signed by the Agent in relation to the aforesaid Services. This authorisation shall remain in full force and effective until AmBank / AmBank Islamic receives written notice of revocation signed by the authorised signatory(ies) of the Company or until termination of this authorisation by operation of law.

9. Where any document referred to above has been signed prior to the passing of these resolutions, the Company approves, ratifies and confirms the signing of, and acceptance of the terms set out in such document.

10. Where necessary, the Common Seal of the Company be and is hereby authorised to be affixed onto the Agreement and such other instruments or documents of whatsoever nature which AmBank and/or AmBank Islamic may now or at any time hereafter require to be executed or entered into by the Company in connection with any of the above transactions relating to the Account, and Services or Facilities in accordance with the Articles of Association of the Company.

|…………………………………………….............. |…………………………………………….............. |

|DIRECTOR NAME : [Insert Director Name] |DIRECTOR NAME : [Insert Director Name] |

|NRIC NO. : [Insert IC No.] |NRIC NO. : [Insert IC No.] |

|DATE : [insert Date] |DATE : [Insert Date] |

| | |

| | |

| | |

|…………………………………………………. |………………………………………………… |

|DIRECTOR NAME : [Insert Director Name] |DIRECTOR NAME : [Insert Director Name] |

|NRIC NO. : [Insert IC No.] |NRIC NO. : [Insert IC No.] |

|DATE : [Insert Date] |DATE : [Insert Date] |

| | |

|*delete whichever not applicable | |

| |

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