Quorum Requirement of the Present Composition of the CDA Board of Administrators and the Right of the Chairman to Vote

DOJ OPINION NO. 084 , s. 2013 October 24, 2013 Chairman Emmanuel M. Santiaguel, Ph.D. Cooperative Development Authority 827 Aurora Blvd., Service Road Brgy. Immaculate Conception, Cubao, Quezon City Dear Chairman Santiaguel: This refers to your request for opinion on the quorum requirement of the present composition of the Board of Administrators and the right of the chairman to vote. It appears that, as Chairman of the Board of Administrators, you called for a special meeting and, together with three (3) other members, you decided on the appointment/change of status of Mesdames Hernandez and Caingles via Board Resolution No. 186-s2013. You are of the opinion that the subject appointment/change of status was validly decided because the Board had attained the required quorum considering that the present membership of the Board is five (5) and that Republic Act No. 6939 1 does not impose a limitation on the chairman's right to vote. The Department is of the view that the appointment/change of status of Mesdames Hernandez and Caingles is valid because the concurrence of four (4) is a decision of the majority of the entire Board. RA 6939, particularly Sections 4 and 6 thereof, pertinently state: SACHcD " Section 4. Governing Body. The Authority shall be governed by a Board of Administrators consisting of a Chairman and six (6) members to be appointed by the President, . . . . The Chairman and members shall serve on a full-time basis. Any vacancy in the Board shall be filled by appointment by the President in accordance with the membership allocation set forth in this section: Provided, That a member so appointed shall serve only for the unexpired term. " (underscoring added) " Section 6. Board of Administrators Meeting. The Board of Administrators shall meet at least once a month for the transaction of its regular business. Special meetings may be called by the Chairman or majority of the members to consider specific matters. A majority vote by the entire Board shall be required for a decision. All meetings of the Board shall be held at the head office in Metro Manila or at any other place as may be determined by the Board." (underscoring added) * The Supreme Court has, in a catena of cases, defined majority. A case in particular is Santiago vs. Guingona , 2 wherein the Supreme Court states: "The term majority has been judicially defined a number of times. When referring to a certain number out of a total or aggregate, it simply means the number greater than half or more than half of any total ." (underscoring added) And, in the recent case of La Carlota City, Negros Occidental, et al. vs. Atty. Rex G. Rojo , 3 the Supreme Court has the occasion to illustrate what constitutes " majority " when the entire membership is an odd number, thus: " Majority has been defined in Santiago vs. Guingona, et al. (G.R. No. 134577, 18 November 1998) as that which is greater than half of the membership of the body . Following the said ruling, since the total membership of the sanggunian being 11, 11 divided by 2 will give us a quotient of 5.5. Let it be noted however that a fraction cannot be considered as one whole vote, since it is physically and legally impossible to divide a person or even his vote into a fractional part. Accordingly, we have to go up to the next whole number which is 6. In this regard, 6 is more than 5.5 and therefore, more than one-half of the total membership of the sangguniang bayan in conformity with the jurisprudential definition of the term majority . . ." IaAEHD Under the afore-quoted legal premises, the Chairman can validly call for a special meeting to consider specific matters like the subject appointment or change of status. Likewise, there is nothing in the said law which limits the chairman's right to vote and to participate in the decision making process. The law does not provide that the Chairman's participation is only confined to break an impasse. By analogy, the legal maxim, Ubi lex non distinguit nec nos distinguere debemos (where the law does not distinguish, the courts should not distinguish), applies. Consequently, when the four administrators, including the Chairman, then present unanimously voted on a decision, as contained in Board Resolution No. 186-s2013, said action is valid. The four administrators constitute the majority of the entire Board with a membership of seven (7). For the same reason, the appointment/change of status of Mesdames Hernandez and Caingles is valid. Please be guided accordingly. Very truly yours, (SGD.) LEILA M. DE LIMA Secretary Footnotes 1. An Act Creating the Cooperative Development Authority to Promote the Viability and Growth of Cooperatives as Instruments of Equity, Social Justice and Economic Development, Defining its Powers, Functions and Responsibilities, Rationalizing Government Policies and Agencies with Cooperative Functions, Supporting Cooperative Development, Transferring the Registration and Regulation Functions of Existing Government Agencies on Cooperatives as such and Consolidating the Same with the Authority, Appropriating Funds Therefor, and for Other Purposes. 2. G.R. No. 134577, November 18, 1998. 3. G.R. No. 181367, April 24, 2012.