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Authority of Signing Official

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Authority of Signing Official

Post by cgga91 on Sun Dec 21, 2008 3:42 pm

We have a family owned construction corporation. When three of the five board member went out of the country, a board resolution was made to authorize my mother to become the sole management representative of the corporation and was given a blanket authority regarding any and all business of teh corporation. The basis of the board resolution was meeting conducted through a teleconference via VOIP (voice over the internet protocol). Then said board resolution was finally notarized by the corresponding Philippine consulate where each of the board member was located i.e. one in Singapore, one in San Francisco, U.S.A. and the other in New York, U.S.A.

We have been using this board resolution as the basis for the issuance of a secretary's certificate to comply with the requirement of the authority of the signing official. This was accepted by the BAC (DPWH) in the previous bidding. When the agency changed its Regional Director, the said board resolution was questioned and a query was made to the DPWH-Head Office BAC-TWG (to Mr. Emerson Benitez in particular) and was used as the basis for not accepting our letter of intent from then on. Up to now the query of the Regional Office BAC have not yet been answer by the head office.

Their query was about the meeting taking place over the internet and why the notarization was done in different places.

My question is, was our meeting legal? Was our meeting covered by the Philippine E-Commerce Law? Was the notarization also legal?

If the answer to my questions as affirmative, what would would the best move to take with the actions of the DPWH Regional BAC?

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Re: Authority of Signing Official

Post by engrjhez® on Sat Dec 27, 2008 8:11 pm

I believe (this is my personal opinion) that for as long as the meeting was properly documented, signed by the members, duly notarized, and have informed authorities (if there's still a need) about any changes or implications that the board resolution may suggest - the meeting was legal all respects.

If all of the above conditions were met, there should be no further questions regarding its authenticity.
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Re: Authority of Signing Official

Post by RDV @ GP3i on Thu Jan 08, 2009 1:49 pm

cggga91:

Regarding your question on the legality of your board meeting thru teleconferencing, and considering that I am not also a lawyer, it would be best for you to read SEC Memorandum Circular No. 15, series 2001 ( http://www.sec.gov.ph/index.htm?circulars/index ), the subject of which is "Board Meeting Through Teleconferencing or Videoconferencing (Tele/Video Conferencing)" to find out whether that board meeting was in accordance with the said SEC guidelines and, therefore, legal.

If the Board Resolution was executed outside of the country, duly notarized, it is correct that it should be authenticated by the duly authorized Philippine official in the Philippine consulate or embassy located in that country.

I don't want to venture on the legal remedies that you may take, but there are available remedies (administrative, civil, or even criminal, if applicable) under our present laws. Under R.A. 9184, there are administrative remedies, such as motion for reconsideration (MR) and Protests, but they could no longer be exercised beyond the prescriptive period provided for under the said law and its IRR-A.

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