Mr. Ruben F. Trinidad

July 15, 1991 Mr. Ruben F. Trinidad Philippine Social Science Center Don Mariano Marcos Avenue, UP Diliman, Quezon City S i r : This refers to your letter dated April 22, 1991 requesting opinion on the query posed therein. As stated, Article VI, Section 2 of the By-Laws of the Philippine Social Science Council, Inc. provides: "The President shall be elected by the Executive Board members from among themselves ...The term of office is for two years starting with the election in February "1990" and he is not eligible for re-election. Should the president cease to be discipline representative in his second year as president, the association where he comes from may designate his replacement. ..." Article X, Section 1 also states that: "The members of the Executive Board shall be elected by the authorized representatives of the regular member-associations of the PSSC (Article V. Sec. 1) in good standing at its annual meeting and shall hold office for three (3) years and until their successors are duly elected and qualified to be held on the third Saturday of February each year. Members of the Board are to be elected on a staggered basis with an annual turnover of one-third of the membership. The term of office for the newly elected members of the executive Board will commence on March 1st following their election. They shall be elected for a term of three (3) years and shall not be eligible for immediate re-election, but may be denominated to the Executive Board after three (3) years. (As amended on December 10, 1977, December 14, 1985 and further amended on July 27, 1988)" Your query is, if the term of office of the President is for two (2) years, are all incumbent members of the Executive Board representing the thirteen (13) Social Science disciplines (mentioned in Article III, Section 2 of the same By-Laws) qualified to be nominated and run for President of the Executive Board, considering that with their composition the recently elected ones (year 1991) have three years to serve, those elected in 1990 have two more years to serve, while those elected in 1989 have only one more year to serve? Section 25 of the Corporation Code expressly prescribes a minimum qualification of a President. The Law provides thus: "Immediately after their election, the directors of a corporation must be formally organized by the election of a president, who must be a director ,...(Emphasis supplied) While Section 47 (5) of the Corporation Code allows a corporation to provide in its by-laws for additional qualifications of officers other than the above requirement, your by-laws on file with this Commission fails to show any qualification for the president other than that specified in Article VI, Section 2 of your By-Laws reiterated as follows: "The President shall be elected by the Executive Board members from among themselves ." (Emphasis supplied) Accordingly, any member of the Board, irrespective of their term of office, is qualified to assume the position of a President of your association, provided he is duly elected as such by the majority of the members of the Board. However, upon expiration of his term as member of the Board, he automatically ceases to be the President for lack of qualification, and a vacancy is thereby created, and should be filled up in accordance with the pertinent provision of the Corporation Code. It was observed that your By-Law provision on the matter of filling-up the vacancy of the President appears to be inconsistent with the Corporation Code and therefore, cannot prevail over the express provision of the latter which provides that: SECTION 25. Corporate Officers ... ...,and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officer which shall require the vote of a majority of all the members of the board .(Emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman