Miss Aimee Ada Coryell

November 7, 1991 Miss Aimee Ada Coryell 15-C Paz Street Morning Breeze Subdivision Caloocan City, Metro Manila M a d a m : This refers to your letter of October 17, 1991 requesting opinion whether you, an American citizen ,as vice-chairman of Deaf Evangelistic Alliance Foundation, Incorporated, can perform the duties and functions of the Chairman, in case he becomes incapacitated or unable to attend meetings. The pertinent provision of the By-laws of subject corporation provides: "SECTION 5. Vice-President . The Vice-President shall perform such duties as the President or Chairman of the Board of Directors shall from time to time designate or require. In the absence of the Chairman or President, he shall exercise the powers and perform the functions and duties of the later . Therefore, it is the Vice-President who shall exercise the powers and perform the functions and duties of the Chairman in the latter's absence. However , since the Foundation is an "educational institution", the same is subject to the provision of the Philippine Constitution, particularly Article XIV Section 4(2) thereof which provides: " The control and administration of educational institution shall be vested in citizens of the Philippines ." (Emphasis supplied) Corollary thereto, Presidential Decree No. 176, issued on April 16, 1973, implementing Section 8(7) Article XIV Section 4(2) of the 1986 Constitution *),provides: "2. Control and Administration. The control and administration of all educational institutions already established or hereafter to be established in the Philippines shall be vested in citizens of the Philippines. Membership in the governing bodies or boards of such education institutions shall be limited to citizens of the Philippines ." (Emphasis supplied) Thus, pursuant to the aforecited provisions, foreigners are not allowed to become members of the board of directors of "educational institutions".Neither can a foreigner be elected as chairman of said governing body. Likewise, in firms engaged in wholly or partially nationalized activities, which include "educational institutions", aliens are barred from being appointed to management positions as president, vice-president, treasurer, auditor, etc. pursuant to the ruling of the Ministry of Justice (Opinion No. 37, s. 1976) and in accordance with the Anti-Dummy Law as amended by P.D. 715, quoted hereunder: "SECTION 2-A. Any person, corporation, or association which, having in its name or under its control, a right, franchise, privilege, property or business, the exercise or enjoyment of which expressly reserved by the Constitution or the laws to citizens of the Philippines or of any other specific country, or to corporations or associations at least sixty per centum of the capital of which is owned by such citizens , permits or allows the use, exploitation or enjoyment thereof by a person, corporation for association not possessing the requisites prescribed by the Constitution or the laws of the Philippines; . . . to intervene in the management, operation, administration or control thereof, whether as an officer ,employee or laborer therein with or without remuneration except technical personnel whose employment may be specifically authorized by the Secretary of Justice, and any person who knowingly aids, assists or abets in the planning, consummation or perpetration of any of the acts herein above enumerated shall be punished by imprisonment for not less than five nor more than fifteen years and by a fine of not less than the value of the right, franchise or privilege enjoyed or acquired in violation of the provisions hereof but in no case less than five thousand pesos: Provided, however, That the president, managers or persons in charge of corporations, associations or partnerships violating the provisions of this section shall be criminally liable in lieu thereof ..." (Emphasis supplied) In the light of the foregoing, your query is answered in the negative. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman * Copied verbatim from documents obtained directly from the Securities and Exchange Commission .