Teodora L. Belza

May 21, 1982 Teodora L. Belza Meycauayan Institute Meycauayan, Bulacan Dear Madam: We refer to your letter of April 13, 1982, requesting opinion on the queries posed therein. Your first query is whether it is mandatory to include, in the agenda of the annual meeting of the stockholders, the ratification of the resolutions posed or approved by the Board of their monthly meetings. We are of the opinion that the same is not mandatory as a general rule. Please note that corporate powers are exercised by the Board of Trustees and as such as they are considered the "Managers of the Corporation", Section 23 of the Corporation Code was explicit on the matter that the Directors, subject to any express restrictions ,have the power to bind the corporation which is within its express or implied powers and which in their judgment is necessary or proper in order to carry out the objects for which the corporation was created and generally, to do any act which falls within what may properly be regarded as the management, of the ordinary business of the stockholders. The Board, unless restricted by charter or by-laws ,has fully control and management of the corporate business and property. Impliedly therefore, it is not necessary for the stockholders to ratify the acts of the Board save the instances wherein the By-Laws and the Corporation Code provides otherwise: E.G. power to invest corporate funds, declare dividends, sell corporate assets and other acts wherein approved or consent of the stockholders on necessity. As to your second query, whether the corporation can issue a stock certificate upon full payment of the subscriptions without violating any SEC regulations. cdll The matter should be answered in the affirmative, Section 64 of the Corporation Code was specific than no certificate of stock shall be issued to a subscriber until the full amount of his subscription together with interest and expenses, if any is due, has been paid. Thus, inversely certificate of stock can be issued to a subscriber only wherein the subscription is fully paid and that such act will not violate any existing rules of the Commission. Lastly, you seek opinion as to where voting is based, whether on the subscribed or paid-up. Under the provisions of the Old Corporation Law, voting privileges of the stockholders are always determined and based on their ownership of the subscribed capital stock. In the New Corporation Code the same rule applies; however, the word outstanding was used in lieu of the word "subscribed". This was intentionally made so as not to include treasury shares in voting. In summation, voting is based on the number of shares of stocks standing at the time fixed in the By-laws in his name in the books of the corporation otherwise known now as "outstanding capital stock". Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner