Navarro v. The Philodrill Corp.

FIRST DIVISION

[G.R. No. 245822. October 6, 2021.]

FRANCISCO A. NAVARRO, petitioner, vs.THE PHILODRILL CORPORATION, respondent.

NOTICE

Sirs/Mesdames :

Please take notice that the Court, First Division, issued a Resolution datedOctober 6, 2021which reads as follows:

"G.R. No. 245822 (Francisco A. Navarro v. The Philodrill Corporation). — Before the Court is a Petition for Review on Certiorari1 under Rule 45 of the Rules of Court assailing the Decision 2 dated August 10, 2018 and the Resolution 3 dated February 14, 2019 of the Court of Appeals (CA) in CA-G.R. SP. No. 155889, which reversed the Decision 4 dated December 28, 2017 of the National Labor Relations Commission (NLRC) Fourth Division, which in turn, reversed the Decision 5 dated August 14, 2017 of the Labor Arbiter (LA).

The Antecedents

On November 1, 1986, respondent Philodrill Corporation (Philodrill) hired petitioner Francisco A. Navarro (Navarro) as its vice president for exploration. He was eventually appointed as the company's executive vice president in May 2005.

During his stint as executive vice president, Navarro sent a letter dated February 3, 2014 to Alfredo C. Ramos (Ramos), then chairman and president of Philodrill, to propose an increase in his retirement benefits. The letter reads:

Dear Mr. Ramos:

Sometime in 2012, I proposed to you the upgrading of retirement benefits with the The Philodrill Corporation (the "Company"). At that time, [the] existing Company policy granted retiring employees equivalent of one-and-a-half month's pay for every year of service, which I proposed to [be] upgrade[d] to two-and-a-half month's pay for every year of service (particularly those who has (sic) served for 25 years or more), as the practice in the local oil and gas industry.

You suggested that, if warranted, retirement benefits over and above those granted by Company policy may be considered on a case-to-case basis so as not to create a precedent, since not all employees have performed equally well. HCaDIS

In my personal case, I asked for the equivalent of two-and-a-half month's pay for every year of service as retirement benefit. You took the matter under advisement and told me to discuss the matter again with you when I am due to retire.

While I have not decided to retire yet, I would like, and hereby, request that we finalize the matter for good order's sake so that its implementation and corresponding budget allocation can be arranged seamlessly. Whatever arrangement we agree upon, has to be registered with the BIR to entitle the employee concerned to tax-free benefits.

I hope the foregoing merits your kind consideration. 6 (Emphasis supplied)

In response, Ramos wrote the following marginal note on the subject letter: "Approved as per recommendation on a case-to-case basis." 7

On April 1, 2014, Navarro was appointed as president of Philodrill. Then, in a meeting of the company's board of directors held in September 2015, he suggested the creation of a retirement committee, whose technical working group was to be headed by Navarro himself. The committee would be tasked to revisit and recommend to the board several amendments to the company's existing retirement policies, which includes a special retirement benefit. 8 Navarro admits, however, that any proposed amendment to the existing retirement policy failed to obtain the necessary vote of approval of 70% of Philodrill employees. 9

In November 2016, Navarro notified the board of his intention to retire as president effective December 31, 2016. Consequently, he received the following amounts: (1) P19,839,500.00 as retirement pay at the existing rate of one and a half (1.5) month's salary for every year of service; (2) P733,728.27 as monetary net equivalent of his accrued leaves; (3) P963,418.68 as payment for various expenses; and (4) P2,000,000.00 as payment of deferred charges. These amounts were in addition to the P10,000,000.00 Navarro already received in February 2013, as advance payment of his retirement benefit. 10

Upon receipt of the foregoing amounts, Navarro executed a Release of Claim dated January 11, 2017, wherein he stated that he has received from Philodrill all that was due and payable, except for any profit share entitlement for the year 2016, and that he forever releases the company from any claim whatsoever. 11

On February 1, 2017, however, Navarro sent a letter to Philodrill demanding for the payment of the following amounts: (1) P19,893,000.00 as an additional one month pay for every year of service retirement benefit, which Ramos allegedly approved in 2014; (2) P1,391,721.00 as his 2016 profit share; and (3) 10% of the said amounts as litigation and legal expenses. 12

As his demands remained unheeded, Navarro sent another letter to Philodrill dated February 8, 2017, reiterated his claims, except for the profit share, which he was willing to wait for until after the results of the 2016 audit. When Navarro failed to receive any response from Philodrill, he filed a complaint for the non-payment of his retirement benefits and damages before the LA. 13

On August 14, 2017, the LA rendered its Decision dismissing Navarro's complaint for lack of merit. 14

In turn, the NLRC, Fourth Division reversed the LA ruling in its December 28, 2017 Decision, and awarded to Navarro the amount of P17,839,000.00, 15 which represented his special retirement pay. 16 Thus, the NLRC disposed of the case as follows:

WHEREFORE, the Decision of the Labor Arbiter Renaldo O. Hernandez is REVERSED and SET ASIDE and new one is entered ordering respondent THE PHILODRILL CORPORATION to pay complainant FRANCISCO A. NAVARRO special retirement pay in the amount of PHP17,839,000.00. AHCETa

All other claims are denied for lack of merit.

SO ORDERED. 17

In the meantime, Navarro filed a Motion for Execution seeking to immediately execute the NLRC Decision that ordered Philodrill to pay him his special retirement benefit. Against Philodrill's opposition, the LA granted Navarro's motion and issued a Writ of Execution ordering the sheriff to collect P18,106,105.00 from Philodrill. Subsequently, the LA issued a Bank Order to Release dated July 23, 2018, ordering the garnishee bank to deduct 5% of tax from the garnished amount and release the balance thereof to the sheriff. In its petition before the NLRC, Philodrill questioned the LA order claiming that the amount to be withheld should be 35% in accordance with Republic Act (R.A.) No. 10963, otherwise known as the Tax Reform for Acceleration and Inclusion (TRAIN) Law. 18

In a Decision 19 dated August 17, 2018, the NLRC, Sixth Division sustained Philodrill's contention and modified the rate of the withholding tax to 35% of the monetary award in line with the TRAIN Law. The Decision became final and executory as per Entry of Judgment dated January 16, 2019. 20 The dispositive portion of said NLRC Decision states:

WHEREFORE, premises considered, the Petition is hereby partly GRANTED. Accordingly, the Bank Order to Release dated 23 July 2018 issued by Labor Arbiter Reynaldo Hernandez is hereby MODIFIED in that the garnishee bank, or any person or entity in control of payment of the Private Respondent's special retirement pay, awarded as per the Decision dated 28 December 2017 of the Fourth Division of this Commission, is ORDERED to withhold from the garnished funds of herein Petitioner the amount of P5,853,650.00 in accordance with the rates imposed by the TRAIN Law, and remit the same to the Bureau of Internal Revenue. The garnishee bank, the accounting unit of this Commission and the Sheriff executing the Decision of the Fourth Division of this Commission dated 28 December 2017 are hereby enjoined to observe the procedure laid down in Administrative Order No. 11-17, applying thereon the rates imposed by the TRAIN Law.

SO ORDERED. 21

On the main issue of Navarro's claim for the special retirement benefit, the CA rendered its Decision dated August 10, 2018, which reversed the Decision of the NLRC, Fourth Division and dismissed Navarro's complaint for lack of merit. Thus:

WHEREFORE, premises considered, the petition is GRANTED. The December 28, 2017 Decision and April 26, 2018 Resolution of public respondent NLRC in NLRC LAC No. 10-003221-17 (NLRC NCR Case No. 02-02562-17) are REVERSED and SET ASIDE.

Accordingly, private respondent Francisco A. Navarro's complaint for money claims is hereby DISMISSED for lack of jurisdiction and for lack of merit.

SO ORDERED. 22

First, the CA ruled that the dispute is an intra-corporate controversy, the jurisdiction over which lies not with the NLRC but with regular courts. Second, it found that Navarro is not entitled to any special retirement benefit. Ramos' marginal note cannot be considered as an approval of Navarro's request for the benefit, as the same entails a corporate act that can only be discharged by the Board. Third, the appellate court further pointed out that Navarro voluntarily signed the Release of Claim. Thus, his claim for the benefit has no basis. 23

In its Resolution 24 dated February 14, 2019, the CA denied Navarro's Motion for Reconsideration for lack of merit.

Aggrieved, Navarro filed the present petition on March 26, 2019, insisting that: (1) the NLRC has jurisdiction over his claim for the special retirement benefit. The claim is not an intra-corporate dispute, but a controversy involving employee-employer relations covered by the Labor Code; (2) Philodrill validly agreed to pay him the benefit evidenced not only by the marginal note of Ramos, but also through the acts of the company's other officers in making sample computations, as well as initial payments of the benefit; (3) the Release of Claim of Navarro is a contract of adhesion. Also, Matela, Philodrill's assistant vice present for finance, promised him that the document pertained to his regular benefits, and not his special retirement benefit; and (4) Philodrill is guilty of forum shopping in filing a special civil action for certiorari before the CA, as well as a petition before the NLRC to stop the execution of the NLRC Decision. 25 ScHADI

Issues

The Court is called upon to resolve these issues: (1) Whether the NLRC has jurisdiction over the present case; and (2) Whether Navarro is entitled to the special retirement benefit.

Our Ruling

After a judicious review of the records, the Court sustains the finding of the CA, that Navarro's claim is an intra-corporate dispute that properly falls within the jurisdiction of the RTC, and not the labor tribunals.

Section 5.2 26 of R.A. No. 8799 27 provides that RTCs designated as special commercial courts shall exercise exclusive jurisdiction over the following intra-corporate controversies enumerated under Section 5 of Presidential Decree (P.D.) 902-A: 28

a) Devices or schemes employed by or any acts, of the board of directors, business associates, its officers or partnership, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder, partners, members of associations or organizations registered with the Commission;

b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates; between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity;

c) Controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations.

In contrast, Article 217 of the Labor Code, as amended by Section 9 of R.A. No. 6715, 29 instructs that the NLRC shall have exclusive jurisdiction over termination disputes between an employer and an employee and such other cases enumerated therein.

xxx xxx xxx

2. Termination disputes;

3. If accompanied with a claim for reinstatement, those cases that workers may file involving wages, rates of pay, hours of work and other terms and conditions of employment;

4. Claims for actual, moral, exemplary and other forms of damages arising from the employer-employee relations;

5. Cases arising from any violation of Article 264 of this Code, including questions involving the legality of strikes and lockouts; and

6. Except claims for Employees Compensation, Social Security, Medicare and maternity benefits, all other claims arising from employer-employee relations, including those of persons in domestic or household service, involving an amount exceeding five thousand pesos (P5,000.00) regardless of whether accompanied with a claim for reinstatement.

Hence, in deciding which between the RTC or the NLRC is vested with jurisdiction, the Court deems it necessary to make an initial determination of whether a dispute is an intra-corporate controversy. Early pronouncements on the matter reveal a particular, limited emphasis on the relationship between and among the parties or the "relationship test" as will be discussed below. In subsequent cases, the Court declared that apart from the relationship of the parties, the incidents of that relationship or the "nature of the controversy test" must also be determined.

As it now stands, a dispute must first satisfy both (1) the relationship test and (2) the nature of the controversy test, before it can be regarded as an intra-corporate controversy. Thus, in a long line of cases, 30 the Court has held that the concurrence of the two-tier test renders the case an intra-corporate dispute, the jurisdiction over which is properly lodged in the RTC acting as a special commercial court. Conversely, the absence of any one of these factors deprives the trial court of jurisdiction. 31

With respect to the relationship test, the Court ruled in Reyes v. Regional Trial Court of Makati, Branch 142, 32 that if the dispute is between or among the following parties, the test is satisfied: (a) between the corporation, partnership, or association and the public; (b) between the corporation, partnership, or association and its stockholders, partners, members, or officers; (c) between the corporation, partnership, or association and the State as far as its franchise, permit or license to operate is concerned; and (d) among the stockholders, partners, or associates themselves. aICcHA

Pursuant thereto, it becomes necessary to distinguish between a "corporate officer" and a "regular employee." In Wesleyan University-Philippines v. Maglaya, Sr., 33 citing Tabang v. National Labor Relations Commission, 34 the Court explained that an "office" is created by the charter of the corporation and the officer is elected by the directors or stockholders, while an "employee" usually occupies no office and generally is employed not by action of the directors or stockholders but by the managing officer of the corporation who also determines the compensation to be paid to such employee. Hence, for an individual to be considered as a "corporate officer," as against an ordinary employee or officer, it must be shown that: (1) the creation of the position is under the corporation's charter or by-laws; and (2) the election of the officer is by the directors or stockholders. 35

In the present case, We find that the facts of the case satisfies the relationship test. It is undisputed that Navarro was the President of Philodrill and performed the functions until he retired. It is also clear from the company's by-laws 36 the position of President is not only created thereby but also elected by the company's board of directors. 37

This is in consonance with Section 25 38 of the Corporation Code, which specifically mandates the directors of the corporation to elect the corporation's corporate officers consisting of the president, treasurer, secretary, and such other officers as may be provided for in the by-laws. Thus, the conclusion that Navarro was a corporate officer is supported by substantial evidence.

As for the nature of the controversy test, the Court held in Reyes that the controversy must not only be rooted in the existence of an intra-corporate relationship, but must as well pertain to the enforcement of the parties' correlative rights and obligations under the Corporation Code and the internal and intra-corporate regulatory rules of the corporation. 39 This element requires that the dispute among the parties be intrinsically connected with the regulation of the corporation. 40

Contrary to Navarro's claims, the controversy before the Court is precisely his enforcement of his alleged right to the special retirement benefit, which he claims was validly granted in his favor by Ramos, as then president of the corporation. To determine his entitlement to the same entails a review of the provisions of the Corporation Code as well as the company's rules. As aptly argued by Philodrill before the Court can resolve the issue of whether Navarro is entitled to the benefit, it must first be determined whether said benefit even exists. 41

In his petition, Navarro faults the CA for having misapplied certain jurisprudential pronouncements to the present case. He claims that the Tabang and Wesleyan doctrines are inapplicable since the issue therein involves the dismissal of corporate officers, while the issue here is not his dismissal but the non-payment of his retirement benefits. He also claims that the one-dimensional relationship approach espoused in Tabang has already been abandoned in favor of the multi-dimensional relationship and nature of controversy tests.

Navarro also finds irony in the CA's application of World's Best Gas, Inc. v. Vital, 42 when the ruling therein actually bolsters his argument that the present issue falls under the jurisdiction of the NLRC. Particularly, he highlights the manner by which the Court separately distinguished each of Vital's claims and determined which between the NLRC or the RTC had jurisdiction: (1) the claim for unpaid salaries and separation pay falls within the jurisdiction of the NLRC as it is not an intra-corporate dispute; and (2) the claim for arrearages and payment for shares of stock are intra-corporate controversies pertaining to the jurisdiction of the RTC. Thus, World's Best Gas demonstrates Navarro's argument that the fact that the claimants being a corporate officer does not automatically mean that all his or her money claims are considered intra-corporate.

The arguments fail to convince. The issue in the present case may not involve Navarro's dismissal, but said fact, alone, does not render the cases inapplicable. Contrary to Navarro's claims, these cases serve as sufficient basis for the conclusion that the matter before Us is not a simple labor issue but an intra-corporate dispute.

Let it be noted that the Court is not reverting back to an alleged "one-dimensional" approach espoused in Tabang, as Navarro suggests. In Tabang, the Court used the relationship test in resolving the jurisdictional issue in an illegal dismissal case and held that since petitioner was a corporate officer, his dismissal is considered an intra-corporate controversy. It appears though that Tabang failed to consider the nature of the controversy test.

As clearly discussed above, however, We subjected the issues of the present case to both the relationship and nature of the controversy tests before arriving at the conclusion that the same is an intra-corporate controversy. The relevance of Tabang to the present case is not its discussion on the relationship test, but its finding that the claims for remuneration of corporate officers are not a simple labor problem but a matter that comes within the area of corporate affairs, to wit: IDTSEH

Moreover, even assuming that the monthly payment of P5,000.00 was a valid claim against respondent corporation, this would not operate to effectively remove this case from the jurisdiction of the SEC. In the case of Cagayan de Oro Coliseum, Inc. vs. Office of the Minister of Labor and Employment etc., et al., we ruled that "(a)lthough the reliefs sought by Chavez appear to fall under the jurisdiction of the labor arbiter as they are claims for unpaid salaries and other remuneration for services rendered, a close scrutiny thereof shows that said claims are actually part of the perquisites of his position in, and therefore interlinked with, his relations with the corporation. In Dy, et al. vs. NLRC, et al., the Court said: '(t)he question of remuneration involving as it does, a person who is not a mere employee but a stockholder and officer, an integral part, it might be said, of the corporation, is not a simple labor problem but a matter that comes within the area of corporate affairs and management and is in fact a corporate controversy in contemplation of the Corporation Code." 43

Moreover, contrary to Navarro's claims, moreover, this is actually reiterated in Our more recent ruling in World's Best Gas. In that case, respondent Vital, who was not only an incorporator and stockholder of the company, but was also employed as its internal auditor and personnel manager, sought to recover the following: (1) P845,000.00 and P250,000.00 in unpaid salaries and separation pay; (2) P923,843.59 in arrearages; and (3) P500,000.00 due from the company's acquisition of Vital's shares of stocks. We ruled therein that the NLRC has jurisdiction over the first claim, since the same arose from Vital's employer-employee relations with the company. In contrast, the RTC has general and special jurisdiction over the second and third claims, for these did not arise from his capacity as an employee. We maintained that claims arising from a relationship between a stockholder and a corporation is inherently intra-corporate in nature and hence, under the jurisdiction of the trial courts. 44

In the present case, Navarro's demand for the special retirement benefit cannot be considered as a simple labor claim. As can be gleaned from his letter, his request was a "personal" assertion for a benefit "over and above" those usually granted to employees by company policy. To resolve the dispute before Us does not entail a mere application of labor laws nor a plain examination of whether Navarro complied with the requirements of an existing retirement plan. Rather, the issue here involves a more complex question of whether the company's current retirement policy was effectively amended by the marginal notation written by Philodrill's former president. As such, before Navarro's entitlement to his claim can be resolved, the Court must make an initial determination of whether Ramos' note constitutes a valid corporate act under applicable provisions of the Corporate Code and the internal regulatory rules of the corporation.

All told, the Court finds that Navarro's claim for special retirement benefit is a dispute which is not a mere employer-employee matter but an intra-corporate controversy that lies within the jurisdiction of regular courts. 45 In view of the NLRC's lack of jurisdiction over the present intra-corporate dispute, the Court shall refrain from discussing the merits thereof. Indeed, where there is a finding that a ruling was rendered without jurisdiction, the action shall be dismissed. 46 Hence, there exists no cogent reason to reverse the CA Decision dismissing Navarro's complaint for lack of jurisdiction. This is, however, without prejudice to the filing of an appropriate action before the proper tribunal.

WHEREFORE, premises considered, the instant petition is DENIED. The Decision dated August 10, 2018 and the Resolution dated February 14, 2019 of the Court of Appeals in CA-G.R. SP. No. 155889 finding that the labor tribunals lack jurisdiction over Francisco A. Navarro's claim are AFFIRMED with MODIFICATION that the same is without prejudice to the filing of an appropriate action before the proper tribunal. SICDAa

SO ORDERED." J. Hernando designated as Additional Member vice J. Lazaro-Javier per Raffle dated September 22, 2021.

By authority of the Court:

(SGD.) LIBRADA C. BUENADivision Clerk of Court

by:

MARIA TERESA B. SIBULODeputy Division Clerk of Court

Footnotes

1. Rollo, pp. 3-17.

2. Penned by Associate Justice Ma. Luisa C. Quijano-Padilla, with Associate Justices Fernanda Lampas Peralta and Amy C. Lazaro-Javier (now a member of this Court), concurring, id. at 21-30.

3. Id. at 32-34.

4. Penned by Commissioner Mary Ann F. Plata-Daytia, with Presiding Commissioner Grace M. Venus, and Commissioner Leonard Vinz O. Ignacio, concurring; id. at 50-61.

5. Penned by Labor Arbiter Renaldo O. Hernandez; id. at 42-48.

6. Rollo, pp. 27-28.

7. Id. at 22.

8. Id.

9. Id.

10. Id. at 23.

11. Id.

12. Id. at 23-24.

13. Id. at 24.

14. Id.

15. The NLRC computed the special retirement benefit as follows:

= (1 month pay x years of service) - 2,000,000.00 (amount paid by Philodrill in advance)

= (661,300.00 x 30) - 2,000,000.00

= 19,839,000.00 - 2,000,000.00

= 17,839,000.00

16. Id.

17. Id. at 61.

18. Tax Reform for Acceleration and Inclusion Law, R.A. No. 10963 (2018).

19. Penned by Presiding Commissioner Joseph Gerard E. Mabilog with Commissioner Isabel G. Panganiban-Ortiguerra and Commissioner Agnes Alexis Lucero De Grano, concurring; rollo, pp. 239-257.

20. Id. at 94.

21. Id. at 256.

22. Id. at 29.

23. Id. at 21-29.

24. Id. at 32-34.

25. Id. at 3-16.

26. Section 5.2 of R.A. No. 8799 provides:

SECTION 5.2. The commission's jurisdiction overall cases enumerated under Section 5 of Presidential Decree No. 902-A is hereby transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court: Provided, That the Supreme Court in the exercise of its authority may designate the Regional Trial Court branches that shall exercise jurisdiction over these cases. The Commission shall retain jurisdiction over pending cases involving intra-corporate disputes submitted for final resolution which should be resolved within one (1) year from the enactment of this Code. The Commission shall retain jurisdiction over pending suspension of payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.

27. The Securities Regulation Code, R.A. No. 8799, (2000).

28. Reorganization of the Securities and Exchange Commission with Additional Powers and Placing the Said Agency under the Administrative Supervision of the Office of the President, Presidential Decree No. 902-A, (March 11, 1976).

29. New Labor Relations Law, R.A. No. 6715, (1989).

30. Tan v. Downtown Realty Investment, Inc., G.R. No. 201497 (Minute Resolution), October 3, 2018, citing San Jose v. Ozamiz, 813 Phil. 669, 678-679 (2017); Cacho v. Balagtas, 825 Phil. 597, 608 (2018); De Castro v. Court of Appeals, 796 Phil. 681, 708 (2016); Marc II Marketing, Inc. v. Joson, 678 Phil. 232, 255 (2011), 662 SCRA 35, 51; and Reyes v. Regional Trial Court of Makati, Branch 142, 583 Phil. 591, 609 (2008).

31. De Castro v. Court of Appeals, supra at 708.

32. Supra note 30 at 607, citing Union Glass & Container Corp., et al. v. Securities and Exchange Commission, 211 Phil. 222, 230-231 (1983).

33. 803 Phil. 722, 737 (2017).

34. 334 Phil. 424, 429 (1997).

35. Wesleyan University-Philippines v. Maglaya, Sr., supra note 33 at 737.

36. See Philodrill's by-laws:

ARTICLE III

EXECUTIVE OFFICERS OF THE COMPANY

SECTION 1. Executive Officers — The officers of the Company shall be a Chairman of the Board, a Vice-Chairman, a President, who shall be members of the board of directors, Executive Vice-President, one or more Vice-Presidents, a Treasurer, and a Secretary, all of whom shall be elected by the board of directors.

xxx xxx xxx

SECTION 2. Election — Officers shall be elected by each board at the first meeting after its election, x x x.

37. Rollo, pp. 99-100.

38. Section 25 of the Corporation Code provides:

SECTION 25. Corporate Officers, Quorum. — Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws. Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time.

The directors or trustees and officers to be elected shall perform the duties enjoined on them by law and the by-laws of the corporation. Unless the articles of incorporation or the by-laws provide for a greater majority, a 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 at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board.

Directors or trustees cannot attend or vote by proxy at board meetings. (33a)

39. Reyes v. Regional Trial Court of Makati, Branch 142, supra note 30 at 608.

40. Id. citing Speed Distributing Corp. v. Court of Appeals, 469 Phil. 739, 759 (2004).

41. Rollo, p. 102.

42. 769 Phil. 558 (2015).

43. Tabang v. National Labor Relations Commission, supra note 35 at 431-432.

44. World's Best Gas, Inc. v. Vital, supra note 42 at 564-566.

45. Tan v. Downtown Realty Investment, Inc., supra note 30.

46. Nacpil v. International Broadcasting Corp., 429 Phil. 410, 419 (2002).