Philippine Numismatic and Antiquarian Society vs Aquino

GR No. 206617 | Jan. 30, 2017 |

J. Peralta

FACTS:

PNAS is a nonstock nonprofit organization. Two complaints were filed by PNAS.

The first complaint was verified by two people who claimed to be the attorneys-in-fact of
petitioner as per the Secretary’s Certificate attached to the complaint. The verification on
the second complaint was signed by Atty. Villareal. Atty. Villareal alleged in the complaint
that he was the President of PNAS and was its duly authorized representative. Since
there were two different parties claiming to represent the petitioner, RTC issued a Joint
Order directing the parties to submit pleadings as to who are the true officers of PNAS.

The respondents alleged that Atty. Villareal was not authorized by the Board of Directors
of PNAS to institute the complaint on behalf of the corporation and that his act was in
violation of Section 23 of the Corporation Code.

RTC dismissed the complaint. The CA dismissed the petition for review. HtP.

ISSUE:
W/N a person not duly authorized by a board resolution to file a complaint can
represent such corporation?

HELD:
No. Since PNAS is a corporation, the certification attached to the complaint to the RTC
must be executed by an officer or member of the board of directors or one who is duly
authorized by the board of directors, otherwise the complaint is dismissed.

Since Atty. Villlareal failed to prove that he was authorized through a Board Resolution to
represent PNAS in filing the 2nd complaint, the case was properly dismissed.