S1L55 – No such thing as a ‘one-man- BENECO Board
Hellooo Professor! Happy Three Kings! We didn’t know you liked playing billiards!”
I was greeted by some painfully-familiar faces from Alpha Section when I thought I’d try some pool games at a golf resort just outside of town. I was pretty sure I would never run into any more vacationing law students if I drove far away enough from the city. I was wrong. It’s a small world.
Here they are again, minus the stags—just Deema, Kata, Julyrain, Hannah and Joanna. I think it’s an all-girls outing this time.
“Do you people live together, or something?” I quickly ranted, “and did one of you surreptitiously plant a tracking device on me? I can’t seem to get rid you people,” I groaned.
Miss Deema approached me—I didn’t even bother to put up a fight anymore. I just pulled out my wallet and handed it to her, just to get it over with, “Here, Miss Deema, you need to pay for ONE pool table, I know,” I said.
But much to my surprise, Deema walked past me and didn’t grab my wallet! She walked straight up to the billiard hall shopowner who was sitting behind his cash register.
“Give me two of those championship cue sticks, one rack of Aramith balls, two chalkpads and an extension bridge…also a round of Lagerlites for us girls and a Diet Coke for the professor. He doesn’t drink,” Deema calmly dictated to the shopowner. She also rolled her eyes when she said the part about me, that I don’t drink.
I’ve played in this hall before. Unlike your streetcorner billiard hall somehere in Lakandula or Kayang street, this place charges P200 per game, and all the hardware Deema ordered should easily rack up P500 and the drinks another P500. Before I could warn her about the size of the tab she’s picking up, I heard Deema tell the shopkeeper,
“Don’t even count the games between me and my professor. Just list it all down, you’d still owe me plenty.”
“Yes, ma’am, even the drinks, it will all be covered by your winnings, don’t worry,” the shopowner answered.
Winnings? What winnings?
Kata explained it for me. “Before you came, sir, that shopowner insulted Deema. He said women shouldn’t play billiards…no, I think he said women CAN’T play billiards.”
“He said that sexist remark to Miss Deema?? Big mistaaaake…!” I said.
“Big mistake really, sir. BIG. HUGE. Deema politely challenged him to a high stakes game. The guy said ‘how high’ and Deema said ‘how high can you go?”
“How high DID he go?” I asked, a little concerned. Miss Palindrome was the one who answered, with some juicy insights on the side.
“You know, sir, I think the guy has the hots for Deema. He wanted assurance of ‘full payment at all cost and in any form he demands’ and then quoted a wager of FIVE FIGURES!”
“Jeeeyzus-Mary-and-Joseph!!! Five figures??” I exclaimed, “what did Deema say??”
“She said ‘shoot!’ sir,” Hannah said.
“Oh my gaaaaad!” I said, “who won the game??”
Joanna Pis-o answered, “Sir, let’s just say Deema will have signing privileges in this whole golf resort complex for about a year and a half!”
“Or if she cashes it in anytime, which was part of the agreement, she can pay for three semesters in the college of law!” Hannah chimed in.
Apparently, Deema cleaned out the shopowner who was bluffing and didn’t really have five figures in cash. So he agreed to convert his losses to Deema into a “consumable” expense account covering the billiard hall, the pro shop, the bar and restaurant.
Just then, Deema rejoined the group and handed over to me a nice billiard cue stick—is it really usually this heavy? I thought.
“These girls don’t play pool, sir, so it’s just you and me—mano a mano,” Deema said, “one-on-one.”
“I don’t play for money, hija,” I said, either trying to discourage her, or maybe save myself some major embarrassment.
“Neither do I, sir,” Deema said, “so here’s the deal. You answer any legal question I ask for every game I win. And you can’t give me any of those law-for-laymen shit, I want only hard professional lawyer answers.”
“Wow,” I said, “somebody is really pissed about some big legal matter. Well, pro-level answers demand pro-level play—” I didn’t even finish my sentence yet.
“I’ll call the number of the ball I’m hitting and the pocket where it goes. We play 8-ball in rotation, sink the 8-ball anytime and you win, professor,” Deema lay down the rules.
I am, at best, a mediocre billiard player. But as long as all it’s going to cost me are a few answers about the law, what’s there to be afraid of? Besides, nobody can be THAT good. But just to make sure, while Deema was distracted raking balls inside that triangular thing, I whispered to Julyrain, “Am I lost like a child here?”
“Seals and Croft, sir,” Julyrain said.
“I’m sorry, what’s that, Miss Arpeggio?”
“That’s the opening line of ‘My Fair Share’ by Seals and Croft what you said, sir… ‘lost, lost as a child’s first thought…I would have arms to hold me..lost without loving care, I would have my fair share…”
“Riiiight ..” I said, “so basically you’re saying I’m screwed. Is Deema really THAT good in billiards?”
“This place was full of guys when we arrived , sir,” Hannah said, “after Deema beat the shopowner, the other guys lined up to take their turns playing against Deema, hoping to cut in on the action and shave some of her winnings.”
“Well, where are those guys?” I asked.
“They’ve all left the building, sir…sobbing,” Hannah answered.
“Ready, sir? You do the break, I’ll shoot after you if you don’t sink a ball,” Deema said.
I took careful aim with the cue ball and hit the rack squarely and firmly, scattering the 15 balls on the center to all parts of the table. I waited for at least one ball to go into a pocket, and one did—the cue ball!
“Looks like you scatched, sir,” Deema said, “so it’s gonna be ball-in-hand for me.”
Of course Deema placed the cue ball right where she had the 8-ball in straight line of sight, calmly said “8-ball, corner pocket!” and sank the sucker, winning the game in a single stroke. The other girls clapped furiously.
“Alright, sir: can NEA really appoint one project supervisor to take the place of the entire board of directors of BENECO and can that one person make all the decisions from that point on forward on how to run the cooperative? No bullshit answers, professor,” Deema said.
“Okay,” I took one gulp of my Diet Coke and answered, “Yes, NEA can do that. Can the guy run the coop? No he cannot.”
“Why not??” Deema wanted to know.
“Uh..uh..uh..you have to win another game,” I teased. And to buy me some time, I racked the balls myself, burying the 8-ball deep in the center of the rack.
Deema wasted no time, she eyeballed the rack, backstroked her cue stick 3 or 4 times then hit the rack hard, exploding the balls with a crisp cracking sound that mimicked a firecracker. Just like what happened to me, only one ball went into a pocket—the 8-ball!
“Wait! That’s impossible!” I protested, “how can…statistically, that’s impossible!!!” The four other girls were laughing so hard and exchanging high fives.
“Why can’t a NEA Project Supervisor, acting as a one-man Board of Directors, run the coop any way he wants, sir?” Deema asked me with the seriousness of a heart attack.
“Well, that project supervisor would have exactly the same problem as Mariribuk. If he can’t physically assume office, how can he command any aspect of the operations? He cannot command employees if he can’t communicate with them. And even if he can relay word to them, they are not bound to respond to him because they can invoke the fact that the City Council has declared him persona non grata. That’s not a ceremonial thing, contrary to what many people think. That persona non grata resolution is adequate and valid criterion for civic response, if you are a formal constituent of the parliamentary body that approved that resolution. It’s totally defensible in court to say you acted in allegiance to civil authority that you elected into office.”
“Yes, but without a functioning board of directors, too, how can the cooperative fight off an attempt by NEA to hijack its operations?”
“Uh…uh…uh…”
“Right, Right, I have to win another game,” Deema grumbled, as she hastily racked the balls and stepped aside so I can break.
This time, I made a clean break and sank both the 3-ball and 5-ball in opposite side pockets. Since we were playing 8-ball rotation, I need to find and hit the low ball first. But the 1-ball is obscured by the 6-ball I can’t hit it.
So I played a ‘placing’ shot, deftly rolling the cue ball tightly behind two balls touching each other in the far corner. There’s no way Deema can get to the 8-ball from there.
“6-ball banked to the 10-ball, double banked to the 8-ball on to the left side pocket,” Deema called her shot. SHE’S GOTTA BE KIDDING. I doubt if Eften “Bata” Reyes himself can make that shot.
Deema reached for the extension bridge and paired it with her cue stick, placing them near the cue ball which she hit from an awkward position.
CRACK!! Her shot resounded, ending with the 8-ball falling into the left side pocket like she said.
“WHAT??!” I can’t believe my eyes, “Oh my, God, Miss Deema! Are you actually aiming for these balls or are you just telling them what to do??”
“Answer me professor! How can an attempt to hijack BENECO with a one-man board, even working remotely be thwarted? I mean that idiot is going to write more banks, more suppliers, more gullible Benguet officials, all even if he doesn’t actually hold office in BENECO! How do you stop that??”
“Sir, do you really have to make Deema bleed for every question?” Kata asked, looking at me with sad doe eyes, feeling sorry for her best friend Deema.
“Okay, okay, so enough with the ‘game-for-answer’ thing—I mean SHE started it!” I said in my own defense, “I’ll just give you all the information you want…NEA is wrong, there can never be a ‘one-man board of directors’ the law made sure of that. Even if NEA suspends the entire board and appoints one man in their place. There will ALWAYS be a second ex-oficio member by reason of his office,” I started.
“The GENERAL MANAGER!!” all the five Alphans shouted, “Of course!!! The Bylaws guaranteed that there must always be a professional manager on board because directors tend to be political personalities!”
“Now you get the picture,” I said, “the only reason NEA has not yet insisted on their so-called ‘one-man board’ is because they know that would elevate the GM, who only used to be one-tenth of the board’s voting power to suddenly a 50% voting member who can veto every initiative in a 2-man board. It would be impossible to achieve the required ’50-percent-plus-one’ deciding vote on every question unless the two men are unanimous. And since thry don’t control the real GM, they can never achieve unanimous vote on anything.”
“So if NEA went ahead and insisted on their ‘one-man board’ concept, it will be the fastest way they would be neutralizing themselves!” Deema enthused.
“Well, technically, no,” I cautioned the Alphans, “unfortunately, that little nugget of legal fact is known only to ‘insiders—to the BENECO and NEA people–but the banks don’t know that, the suppliers don’t know that, media these days are too lazy to analyze anything to realize that…”
“Oh, no, no, no—ooops!” Deema slipped.
“It’s okay, Miss Deema, we’re not in class,” I said.
“Thank you, sir! Well maybe the banks, the suppliers, the media don’t know this yet—but not for long. We’re gonna start telling them. Let’s go, girls, let’s go pick up Laarnee at work first. Bye, professor!!” the five girls grabbed their tote bags and started heading for the door.
“Wait, girls!” I yelled, “what about these five Lagerlites, you haven’t even touched them!”
“Oh, there’s a FIRST TIME for everything, sir! Bottoms up!” Deema yelled back.
About the Author
The author is a writer and lawyer based in Baguio City, Philippines. Former editor of the Gold Ore and Baguio City Digest, professor of journalism, political science and law at Baguio Colleges Foundation (BCF). He is a photographer and video documentarist. He has a YouTube channel called “Parables and Reason”
About Images: Some of the images used in the articles are from the posts in Atty. Joel Rodriguez Dizon’s Facebook account, and/or Facebook groups and pages he manages or/and member of.