Mr. Edwin Lopez

April 25, 1980 Mr. Edwin Lopez General Secretary Convention of Philippine Baptist Churches, Inc. P.O. Box 263, Iloilo 5901 Dear Mr. Lopez: This is in connection with your letter dated February 20, 1980 requesting this Office "to issue an opinion for the President upon authority of the Board of Trustees to authorize the Vice-President and any other person of their designation to countersign checks issued by the treasurer in the absence of the President in Iloilo City". It appears from your said letter that the Hongkong and Shanghai Banking Corporation of Iloilo advised you that they will not honor the checks of CPBC countersigned by you as General Secretary thereof pursuant to the letter-opinion issued by this Commission dated January 9, 1980 addressed to Atty. Angel F. Lobaton, Jr. that the countersigning of checks and disbursements by the General Secretary in lieu of the President, as required by Section 1-D(b) of Article VII of your By-Laws, is a practice which dates back to 1969 and even before that; that said practice emanated from the real situation wherein the President of CPBC does not always reside in Iloilo City (CPBC headquarters);and that this practice is upon authority of the board of Trustees in order to facilitate the regular and normal operations of the CPBC. We regret to inform you that this is an internal matter which can only be resolved by the majority of the members of the corporation and not by this Commission. Section 21 of the Corporation Law, as amended prescribes that: "SECTION 21. A corporation may, unless otherwise prescribed by this Act, provide in its by-laws for ...and such other matters not otherwise provided for by this Act as may be necessary for the proper or convenient transaction of the business of the corporation." Until and unless Section 1-D(b) of Article VII of your present By-Laws is amended in accordance with law, checks and disbursements of the funds of your corporation can only be signed by the treasurer and countersigned by the President and no other officer may perform said acts. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department