Atty. Lionel J. Tayko

July 31, 1984 Atty. Lionel J. Tayko Hobbard Avenue Dumaguete City Sir : This refers to your letter dated June 19, 1984 inquiring as to whether the term of office of the Board of Trustees under Section 92 of the Corporation Code shall be for a period of three years, so classified that the term of one-third of the trustees shall expire every year or whether the term is dependent on the provisions of the articles of incorporation or by-laws which may provide for a term of all of the trustees for a period of only one year. In reply thereto, please be informed that the Commission, as a matter of policy would not render an opinion on a question where the facts thereon are not fully disclosed and made known to the Commission. However, for purposes of information only, the following may be imparted. The Corporation Code provides, to wit: "SECTION 92. Election and term of Trustees . Unless otherwise provided in the articles of incorporation or the by-laws ,the board of trustees of non-stock corporations, which may be more than fifteen (15) in number as may be fixed in their articles of incorporation or by-laws shall, as soon as organized, so classify themselves that the term of office of one-third (1/3) of their number shall expire every year; and subsequently elections of trustees comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall have a term of three (3) years. Trustees thereafter elected to fill vacancies occurring before the expiration of a particular term shall hold office only for the unexpired period." (emphasis supplied) xxx xxx xxx From the phrase "unless otherwise provided in the articles of incorporation or by-laws" in the aforecited provision, it is quite clear that the provision in the articles of incorporation and by-laws is controlling. Thus, the articles of incorporation or by-laws may provide for a different term of office of the Board of Trustees. In the absence of a provision in the articles of incorporation or by-laws, the term of office of the board of trustees in accordance with the foregoing provision shall be staggered, so classified that the term of office of one-third (1/3) of the members of the board shall expire every year. Please be advised accordingly. LexLib Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner