Atty. Angel F. Lobaton, Sr.

January 9, 1980 Atty. Angel F. Lobaton, Sr. P.O. Box 369 Bacolod City 6001 Philippines Sir : This has reference to your letter dated October 8, 1979 requesting opinion on the alleged unauthorized signing of checks and disbursements of the Convention of the Philippine Baptist Churches, Inc., by its General Secretary. A cursory reading of the By-Laws of the above-mentioned association show that checks and disbursements of its funds and monies shall be signed by the Treasurer and countersigned by the President. Thus Section 1-D(b) of Art. VII of its By-Laws provides: "b. (The treasurer shall) disburse the appropriations and other funds of the convention in accordance with the established procedure or upon the order of the Board of Trustees when countersigned by the President of the Convention". In other words, the foregoing provision limits the performance of this particular function to those enumerated therein namely, the President and the Treasurer. In your case with the convention, since the countersigning of disbursements were made by the General Secretary and not by the President, said act or acts were performed in violation of its by-laws and therefore irregular. As to the question of criminal liability of the officers and/or directors allegedly resulting from the questioned acts of the General Secretary, the Commission recommends that the same be referred to the fiscal's office for appropriate action. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department