Mr. Agustin N. Tanco

June 21, 1985 Mr. Agustin N. Tanco 4842 Valenzuela cor. V. Mapa Sts. Sta. Mesa, Manila Sir : This refers to your letter dated June 18, 1985 requesting for a ruling on the query posed therein. It appears that on March 25, 1985, the Board of Directors of Overland Mills Inc.,adopted a resolution authorizing its Acting Chairman Mr. Agustin N. Tanco to represent Overland in all transactions concerning its holdings with Synthetic Textile Mills Corp. The resolution is quoted hereunder: "Resolved, as it is hereby resolved, that Mr. Agustin Tanco be the duly authorized representative of the corporation in all its dealings with Synthetic Textile Mills Corp. of 208-9 Nanking E. Rd. Sec. 3, Tafeng Bldg.,Taipei, Taiwan, with full powers and authority to act for and on behalf of the corporation on all matters concerning the shares of stock of the corporation in the said Synthetic Textile Mills Corp." Your query is whether the above resolution is legal, valid, and binding for all legal intents and purposes such that the same would serve as the authority of Mr. Agustin Tanco in representing Overland in all matters concerning its shares in Synthetic Textile Mills Corporation. The Corporation Code provides: "SECTION 23. The Board of Directors or Trustees . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified." (emphasis supplied) llcd Considering that the board of directors is the governing body of the corporation with whom the management of the corporate affairs is vested, it has the power and authority to adopt a resolution appointing an officer to act for and in behalf of the corporation. As to who is the proper officer qualified to be appointed to act as such, the by-laws of the corporation on file with this Office, particularly paragraphs 2 and 3 of Article VI thereof provides: "2. The Chairman of the Board shall be elected by the Directors from their own number ...;and shall perform such other functions as may from time to time be conferred upon him by the Board. 3. The President shall be elected by the Directors from their own number. He shall exercise general supervision over all the affairs and over all the other officers of the corporation; shall execute with the approval of the Board of Directors, contracts and agreements on behalf of the corporation ( but this power shall not be exclusive as the Board of Directors may for convenience or any other reason designate any other officers or agent to sign contracts and agreements on behalf of the corporation );... It is quite clear from the aforequoted provision that the Chairman or Acting Chairman of the Board may be so empowered by the Board to perform such other functions other than those expressly granted to him in the by-laws. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman