CORPORATION

23.38
Premium Marble Resources v. Court of Appeals

 Premium Marble Resources Inc. (thru Atty. Dumadag: representing Zaballa, et al. as officers)
filed an action (1st) for damages against International Corporate Bank.

 Later, Premium Inc. (but this time thru Siguion Law Office)
filed a motion (2nd) to dismiss the action of petitioners
 on the ground that the filing of the case was without authority from its duly
constituted board of directors
 as shown by the minutes of the Premium’s board of directors’ meeting.

 In its opposition to the motion to dismiss, Premium Inc. thru Atty. Dumadag
contended that:
1. the persons who signed the board resolution namely Belen, Jr., Nograles & Reyes
2. are not directors of the corporation
3. and were allegedly former officers and SH of Premium
NOTE: who were dismissed for various irregularities and fraudulent acts.

 that Siguion Reyna Law office is the lawyer of Belen and Nograles (not of Premium)
 and that the Articles of Incorporation of Premium shows that Belen, Nograles and Reyes
are not majority stockholders.

Issue:
W/N the case for damages against International Corporate Bank was authorized by the Premium Inc? -NO
(thru its duly constituted Board of Directors)

Held:
NO. The case against the bank was NOT authorized.

1. Sec 26 Corpo Code,

“all corporations duly organized pursuant thereto
are required to submit within the period of 30 days to the SEC
the names, nationalities and residences of the directors, trustees and officer selected.”

2. The Minutes of the Meeting of the Board on April 1982 states that
the newly elected officers for the year 1982 were:
1. Oscar Gan,
2. Mario Zavalla
3. Aderito Yujuico
4. Rodolfo Millare,
petitioner however,
failed to show proof that this election was reported to the SEC.

3. The last entry in their General Information Sheet with the SEC, as of 1986
appears to be the set of officers elected in March 1981.

4. The claim of petitioners as represented by Atty. Dumadag,

 that Zaballa, et al., are the incumbent officers of Premium
has not been fully substantiated.

Hence, the 1st action filed against the International Corporate Bank must necessarily fail.

5. The power of the corporation to sue and be sued in any court is lodged with
the BOD that exercises its corporate powers.

In this case against the bank, the “BOD” the filed the case had no authority to do so.
(Zaballa, et al.)