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Question
NovaGen Techs, Inc., a corporation organized under R.A. 11232, by‑laws cap the Corporate Treasurer’s ordinary‑course indebtedness at ₱60,000,000. The Treasurer signs a 3‑year revolving credit facility with Bank Atlas for ₱75,000,000 to refinance existing debts and fund an expansion; the board has not authorized the facility before execution. Bank Atlas reasonably relies on the Treasurer’s apparent authority and disburses funds. Two weeks later, the board learns of the facility and passes a ratification resolution in a properly convened meeting. Bank Atlas sues NovaGen for payment. (a) Is NovaGen bound by the facility? (b) Does the post‑ratification cure the lack of authority for the Treasurer’s act? (c) How do Secs. 2, 4, and 18 govern the outcome?