Mr. Josue A. Diaz

May 7, 1993 Mr. Josue A. Diaz Secretary, CLSU Foundation, Inc. College of Business Administration Central Luzon State University Muoz, Nueva Ecija S i r : This refers to your letter of March 31, 1993 requesting opinion on the proprietary and legality of the following corporate acts of the Board of CLSU Foundation, Inc. 1. Action of the Board of Trustees by referendum without holding regular or special meetings. 2. Approving money expenditures for the benefit of the Board of Trustees such as travels abroad or contracts involving money obligations or services also by referendum. The term "referendum",as stated in your letter, is done by circulating a paper or note to the Board of Trustees with issues or items in the form of an agenda for approval or disapproval. The general rule is that where the law expressly requires a meeting for a particular transaction, no action thereon can be validly undertaken without a meeting properly held for such purpose. The pertinent provision of the Corporation Code provides thus: "SECTION 25. Corporate officers, quorum . .... The directors or trustees and officers to be elected shall perform the duties enjoined on them by law and by the by laws of the corporation. Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all members of the board." (Emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman