Atty. Betty Lourdes F. Tabanda

January 18, 1995 Atty. Betty Lourdes F. Tabanda 41 Lower Mabini St.,Baguio City Madam: This refers to your letter of January 13, 1995 addressed to the SEC Baguio Extension Office requesting opinion on whether a by-law provision which states that one of the functions of the president is "to represent the Corporation in all proceedings",is sufficient authority for the president to represent the corporation in a pre-trial proceeding of a civil case wherein the latter is the defendant. It is well-settled that the corporate officers shall perform the duties and functions enjoined on them by law and the by-laws of the corporation. Thus, if the president is authorized under the by-laws to represent the corporation in all proceedings, he may, on the basis of the by-law provision and with proper authorization from the Board that he is authorized to proceed with the pre-trial, represent the corporation in the above-mentioned proceeding. However, it has to be emphasized that the powers of a president under the by-laws are always subject to the established rule that the Board of Directors is the governing body of the corporation with whom the power of management of the corporate affairs is vested. The Corporation Code provides 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, 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) By virtue of the above provision, the members of the Board may, in their best judgment and for the best interest of the corporation ,appoint or authorize another officer or agent who is qualified to represent the corporation in a particular situation in the event the president is not qualified or expert on the matter to be settled. If the president is qualified under the law, and in order to remove any doubt of his authority, a Board Resolution may be passed naming him as the duly authorized person to act for and in behalf of the corporation for pre-trial purposes. In all cases the acts of the officer or agent who represents the corporation shall be under the ultimate direction of the Board of Directors. LibLex Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner