Section 12Sec./Art. 12

Governing Board.- The affairs and business of the Corporation shall be directed, its properties managed and preserved, and its corporate powers exercised, unless otherwise provided in this Act, by a governing Board consisting of fifteen (15) members composed initially of the following: the Secretary of Agriculture, the Secretary of Agrarian Reform, the Governor of the Central Bank, the Administrator of the National Food Authority, the Chairman of the Cooperative Development Authority, the President of the Corporation and three (3) other members: a small farmer, a fisherfolk and an agricultural worker to be endorsed by the Department of Agriculture, the Department of Agrarian Reform and by the Cooperative Development Authority and approved by the other members of the governing Board after having been nominated by a nationally organized association of farmers, fisherfolk and farm workers, respectively.

Said representatives shall serve for a term of one (1) year. Members of the governing Board who would proportionately represent the private investments in the Corporation shall be decided upon by the initial members of the governing Board.

The Secretary of Agriculture and the President of the Corporation, because of some governmental functions of the Corporation, shall be permanentex officiochairman and vice-Chairman, respectively.

The chairman shall preside over the meetings of the governing Board where aside from voting regularly he shall vote to break a tie. He shall likewise preside over the stockholders' meetings.

The President of the Corporation, as vice-chairman of the Board, shall assist the chairman and act in his stead in case of the latter's absence or incapacity. In case of incapacity or absence of both the chairman and vice-chairman, the governing Board shall designate a temporary Chairman from among its members.

The governing Board shall prescribe the rules and regulations governing its deliberations and other official actions.