Miss Elisa R. Talon

December 9, 1985 Miss Elisa R. Talon 28-C Fulton St. Lahug; Cebu City Madam: This relates to your letter, dated November 14, 1985, requesting the opinion of this Commission on the queries posed therein. You alleged the following in your letter: that a non-stock corporation which is managing a school, has existed with no list of members; that it is manned by only five persons who are the incorporations; that no election of trustees was held per its by-laws. Based on these alleged facts, queries are: 1. Is the list of members to elect the board of trustees a requirement? 2. Must the incorporators be perpetual members of the board of trustees? 3. Must the list of members be officials/staff, academic or non-academic, of the managed school? As a matter of policy, this. Commission refrains from giving its opinion on any hypothetical questions presented before it involving any of the statute entrusted to it for administration and enforcement. However, for purposes of general information only, the following may be imparted: Anent your first query, Rule 8 of SEC "Rules Requiring the maintenance of Stock and Transfer Book/Membership Book and the Preparation of Annual List of Stockholders/Members" provides: "...Non-Stock Corporations must prepare a list of members as of the date of the next annual or special meetings of the members showing the name of the members, address, and nationality which shall be made available for inspection by any members. All corporations must submit the said list within five (5) days from the date of the stockholders/members meeting." Relative to your second query, Section 24 of the Corporation Code is quoted partly as follows: "Election of directors or trustees. At all election of directors or trustees there must be present either in person or by representative authorized to act by written proxy, the owner of the majority the outstanding capital stock, or if there no capital stock, a majority of the members entitled to vote ...Unless otherwise provided in the articles of incorporation or in the by-laws, members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more than one vote for one candidate. Candidates receiving the highest number of votes shall be declared elected ...." It is very explicit from the above quoted provision of the Corporation Code that membership in the board of trustees is attained by election. No one can claim perpetual membership therein. As regard your third query, please be informed that membership in a non-stock corporation is acquired by complying with the particular manner or mode of acquiring membership therein as provided in its valid by-laws. (SEC Opinion, dated September 3, 1984, citing 12 Fletcher, 583-584). Our answer, therefore, to your third query depends on the provisions of the by-laws of subject non-stock corporation whether or not there exist such a prescription that its members be officials/staff, academic or non-academic of the managed school. Please be advised accordingly. LexLib Very truly yours, (SGD.) JULIO A SULIT, JR. Associate Commissioner