Mr. David Boynton

April 18, 1995 Mr. David Boynton Sunset Estate 36-05 Roque Lane Cut-Cut, Angeles City S i r : This refers to your letter of March 23, 1995 requesting clarification on certain matters relative to Accolade International Corporation. Considering that your letter was not clear as to the information you wanted to elicit from the Commission, it is our presumption that what you are referring to is the power of the corporation to delegate corporate authority or the power of an agent to act for and on behalf of the corporation. Accordingly, the following information is imparted. It is well-settled that the board of directors is the governing body of the corporation with whom the management of the corporate affairs is vested. The pertinent provisions of the Corporation Code provide thus: "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. ..." (Emphasis supplied) "SECTION 25. Corporate officers, quorum . ...Unless the articles of incorporation or the by-laws provide for a greater majority, 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 which there is a quorum shall be valid as a corporate act ...." (Emphasis supplied) From the foregoing provisions, it is clear that the power and authority to manage and conduct the affairs of a corporation are vested upon the Board of Directors acting as a body .Therefore, the general rule is that the power to bind a corporation rests in its board of directors. However, the members of the Board may, in their best judgment and for the best interest of the corporation, appoint or authorize an officer or agent to represent the corporation in a particular transaction or situation. In all cases, however, the acts of the officer or agent who represents the corporation shall be under the ultimate direction of the Board of Directors. Accordingly, as a general rule, any act involving the affairs of the corporation not duly authorized by the Board of Directors is not binding on the corporation. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner