Miss Erlinda L. Ortin

September 28, 1985 Miss Erlinda L. Ortin President Philippine Nurses Association 1663 F.T. Benitez Street Malate, Manila Madam: This has reference to your letter dated September 10, 1985 requesting for the opinion of this Commission on the queries enumerated therein. It appears that some vacancies have occurred in your board of trustees (referred to as board of governors (BOG) in your by-laws).Your first query is whether Mrs. Ofelia Pulido, the appointee to replace Sister Agnetia Naval (BOG Region 1),who resigned shall serve for the unexpired term of Sister Naval, which is 2-1/12 years. The above query is answered in the affirmative. In this connection, the pertinent provision of the Corporation Code provides and we quote: "SECTION 29. Vacancies in the office of director or trustees . Any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office ....(emphasis supplied) Your second query is directly answered by the provision of Section 29, Article V of your by-laws which provides thus: "The Board of Governors shall elect from the constituency of the region if a member cannot continue to serve his term." Accordingly, the successor of this Annabelle Locsin who resigned effective August 1985, can be elected from among the constituents of Region 7 when the Board of Governors convenes. The member of the board of governors so elected to fill the vacancy shall serve for the unexpired term of her predecessor in office. Your last query is also answered in the affirmative. Our answer is based on the definition of the term "officer" in Article 1 of your by-laws which states: "SECTION 5. Officers . The term officers as used in the by-laws shall include the officers and members of the Board of Governors and the Board of Directors (hereinafter referred to as Board),officers of the House of Delegates, Chairman and officers of all departments and Committees in the national and local levels " (emphasis ours). Please be advised accordingly. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman