Beatriz A. Palecpec

July 3, 2002 SEC OPINION Beatriz A. Palecpec President Greater Lagro Senior Citizens Association Inc. Barangay Greater Lagro, Novaliches Quezon City M a d a m : This has reference to your letter dated 17 June 2002 and the queries posed therein relative to the Greater Lagro Senior Citizens Association Inc. This reply is merely for information purposes and will not bind the Commission in the event the matter is elevated to the proper court. Regarding the first query, it is a standing rule that an elected officer cannot validly delegate a proxy to take his oath because of the personal nature of the said act. An oath is a solemn appeal to the Supreme Authority in attestation of the truth of some relevant and pertinent statement. In its broadest sense, the term is used to include all forms of attestation by which a party signifies that he is bound in conscience to perform the act faithfully and truly. (Black's Law Dictionary, p. 1071) Sending a proxy to take one's oath defeats the main purpose of the act itself. Regarding the second query, your by-laws provide under Section 1, Article III, quoted in part herein: "Officers The officers of the association shall be a President, a Vice-President, a Secretary, and a Treasurer. They shall be elected by the Board of Trustees from among themselves. .." Before the position could be declared vacant, there must be a valid removal of the officer holding the position. And insofar as the power to remove corporate officers, the same must ordinarily be vested in the body or officer authorized to elect or appoint. (Lopez, Corporation C od e, p. 442) Consequently, the general right to remove officers is vested in the members of the board of directors. (SEC Opinion dtd May 28, 1985, Mr. Esteban Eugenio). The power to remove an officer for cause inheres in every corporation as part of its existence. (De Leon, Corporation C od e, p. 217) Thereafter, the vacancy resulting from such removal may be filled by election at the same meeting without further notice, or at any regular or special meeting called for the purpose after giving notice. Section 25 of the Corporation Code requires at least the vote of a majority of all the members of the board for election of officers. However, the newly elected officers will only serve the unexpired portion of the term. With regard to the last query, the provision of the by-laws of the association naming the presiding officer in case of non-attendance of both the president and the vice-president must be followed. In the absence thereof, the usual procedure is for the board to temporarily elect the acting president. (Rosario N. Lopez, Corporation C od e Annotated, p. 714) Please be guided accordingly. Very truly yours, (SGD.) JESUS ENRIQUE G. MARTINEZ Commissioner