Nubla Pedrosa & Associates

February 12, 1993 Nubla Pedrosa & Associates c/o Atty. Maurice C. Nubla 6th Floor, Fil-Am Resources Building 231 Juan Luna St.,Binondo, Manila S i r : This refers to your letter of February 8, 1993 requesting confirmation that the United Doctors Service Corporation's proposed lease and building construction agreement with a developer, allegedly for the furtherance of its primary & secondary purposes, is within the authority of the Board of Directors to decide without a need to call a stockholders' meeting. llcd Under Section 36 (7) of the Corporation Code, a corporation has the express power to purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property, including securities and bonds of other corporations, as the transaction of the lawful business of the corporation may reasonably and necessarily require , subject to the limitations prescribed by law and the Constitution." The rule is that the Directors, subject to express restrictions in the charter, by-laws or the general law, have the power to bind the corporations by any contract which is within its express and implied powers, and which in their judgment is necessary or proper in order to carry out the object for which the corporation was created ,and generally, to do or authorize any act which falls within what may properly be regarded as the management of the ordinary business of the corporation, without consulting with or obtaining consent of the stockholder .(2 Fletcher Ch II Sec. 505). Thus, subject Corporation, in the absence of an express restriction in the articles of incorporation or by-laws, may, through a board resolution, validly lease or acquire real property from the above-mentioned developer if it does so in good faith and is the legitimate furtherance of its corporate purposes to further the interest of the corporation without securing prior consent of the stockholders. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman