G.R. No. 168918, 2 March 2009
An information was filed charging respondents Dumlao and others with violation of RA 3019 known as anti-graft and corrupt practices act. The accused are members of the board of trustees of GSIS charged with unlawful entry to contract of lease-purchase with La’o private person. When arraigned, Dumlao pleaded not guilty. After the pre-trial, Dumlao filed a motion to dismiss/quash on the ground that the facts charged do not constitute an offense, that the alleged board resolution was not approved by the GSIS board of trustees because some signatures did not appear in the minutes therefore concluding that there was no quorum, and was held meritorious. On September 2005, the prosecutor filed a petition for certiorari seeking the reversal and setting aside of the Sandiganbayan resolution.
Whether or not the signatures of the majority of the GSIS board of trustees are necessary on the minutes of meetings to give force and effect to resolution approving the proposed agreement by and among the GSIS, the OGCC and respondent Emilio La’o.
No. Sandiganbayan erred in confusing the resolution and the minutes of the meeting which allegedly approved the lease-purchase agreement. A resolution is distinct and different from the minutes of the meeting. A board resolution is a formal action by a corporate board of directors or other corporate body authorizing a particular act, transaction, or appointment. On the other hand, minutes are a brief statement not only of what transpired at a meeting, usually of stockholders/members or directors/trustees, but also at a meeting of an executive committee. The non-signing by the majority of the members of the GSIS Board of Trustees of the said minutes does not necessarily mean that the supposed resolution was not approved by the board. The signing of the minutes by all the members of the board is not required. There is no provision in the Corporation Code that requires that the minutes of the meeting should be signed by all the members of the board.
The proper custodian of the books, minutes and official records of a corporation is usually the corporate secretary. The signature of the corporate secretary gives the minutes of the meeting probative value and credibility. In this case, the Deputy Corporate Secretary, recorded, prepared and certified the correctness of the minutes of the meeting; and the same was confirmed by the Chairman of the GSIS Board of Trustees. Said minutes contained the statement that the board approved the sale of the properties, subject matter of this case, to respondent La’o. Having been made by a public officer, the minutes carry the presumption of regularity in the performance of his functions and duties. Moreover, the entries contained in the minutes are prima facie evidence of what actually took place during the meeting, pursuant to Section 44, Rule 130 of the Revised Rule on Evidence. This being the case, the Sandiganbayan erred in dismissing the case, because there was evidence, at that time, when it dismissed the case against respondent Dumlao. The dismissal by the lower court of the case against respondent Dumlao was indeed premature. It should have given the prosecution the opportunity to fully present its case and to establish reasonable doubt on the alleged approval by the GSIS Board of Trustees of the lease-purchase of the GSIS properties.
*Case Digest by Krishianne Louise C. Labiano, JD – 4, Andres Bonifacio College, SY 2019 – 2020