Philippine Numismatic and Antiquarian Society vs Aquino

GR No. 206617 | Jan. 30, 2017 | J. Peralta

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.

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.