Mr. Ruben Jungaya

December 8, 1988 Mr. Ruben Jungaya C/o Highway 54-Pateros Drivers' Association, Inc. Guadalupe, Makati Metro Manila Sir : This refers to your letter, dated December 3, 1988, interposing your objections to the qualifications required of the candidates for President, Vice-President and Board Members of Highway 54-Pateros Drivers' Association, Inc. as contained in the guidelines apparently issued by the management of the Association, a xeroxed copy of which was furnished this Commission. LibLex Under Section 47, (par. 5), of the Corporation Code, a private corporation may provide in its by-laws for the "qualifications . . . of directors or trustees, officers and employees." A perusal of the by-laws of your Association on file in this Commission shows the following qualifications required of the President, Vice-President, Treasurer and Secretary: ARTICLE IV. Officers of the Corporation . SECTION 1. Election of Officers . Immediately after the election of the Board of Directors, they shall meet in an organizational meeting and elect from among themselves by secret balloting the following officers to serve for the term of one year ending December 31 of every year and/or until their successors have been duly elected and qualified, namely: President Vice-President Treasurer Auditor It appears, therefore, that the only qualification prescribed for the candidates for president and vice-president is that they should be members of the board of directors. The by-laws of your Association carried no special qualifications for the candidates to the board of directors. Accordingly, the following minimum attribute required by the Corporation Code need be met by candidates to said positions: "SECTION 92. ...No person shall be elected as trustee unless he is a member of the corporation." "SECTION 23. ...Trustees of Non-Stock corporation must be members thereof. ..." Hence, to be eligible as director, the candidate should only meet the qualifications for membership of the Association as prescribed under Article VII (Sec. 1) of your approved by-laws. The qualifications imposed in the guidelines, requiring additional qualifications for the directors, president and vice-president may only be effective if such are stated in the by-laws duly amended under Section 48 of the Corporation Code, and properly approved by the Commission. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman