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Orchidon Systems, Inc., a domestic corporation organized under RA 11232, maintains a policy that an "Executive Procurement Panel" composed of two board members may authorize ordinary contracts up to 2,800,000 per year without full board approval. The panel signs a two-year procurement contract with GreenField Packaging Co. for packaging materials valued at 2,900,000 per year (total 5,800,000). The contract is signed by the "Chair, Executive Procurement Panel" and labeled "Authorized Signatory," though corporate records list the individual only as "Board Member - Procurement." GreenField reasonably relies on the panel's apparent authority and begins performance; the first delivery is made and the invoice presented. The board later discovers the contract and passes a resolution ratifying it. Is the contract binding on Orchidon Systems, Inc.? In your answer, (a) identify the doctrine regarding the repository of corporate powers and who may exercise them; (b) distinguish actual vs apparent authority in this context; (c) apply the doctrine to the facts and determine whether Orchidon Systems is bound by the contract and why, including the effect of board ratification.