Philippine Social Science Council, Inc.

March 20, 1985 Philippine Social Science Council, Inc. c/o Ms. Loretta Makasiar Sicat, Ph.D Don Mariano Marcos Avenue U.P. Diliman, Quezon City Gentlemen: This refers to your letter dated November 26, 1984 seeking clarification of Section 92 of the Corporation Code relative to the term of office of the Board of Directors/Trustees. Your query is whether it is mandatory for the corporation to amend the pertinent provision of its by-laws changing the term of the Board in such manner that their annual turnover will be one-third of the membership per year. LexLib Section 92 of the Corporation Code provides: "SECTION 92. Election and term of trustees . Unless otherwise provided in the articles of incorporation or the by-laws , the board of trustees of non-stock corporations, which may be more than fifteen (15) in number as may be fixed in their articles of incorporation or by-laws, shall, as soon as organized, so classify themselves that the term of office of one-third (1/3) of the number shall expire every year; and subsequent elections of trustees comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall have a term of three (3) years. Trustees thereafter elected to fill vacancies occurring before the expiration of a particular term shall hold office only for the unexpired period." (emphasis supplied) Although the aforecited provision provides for a staggered term of the board of trustees of a non-stock corporation, the articles of incorporation or by-laws may provide for a different term as can be construed from the phrase " unless otherwise provided in the articles of incorporation or the by-laws ." This means that the number of trustees comprising the Board and their term of office may vary as the articles or the by-laws so provide. In view thereof, we deem it unnecessary to answer your query, unless it is your consensus to provide a different term for your directors as proposed in your letter. A close reading of the by-laws of your corporation, however , disclosed that the staggered term of your Board (an annual turn over of one-half of the members) is inconsistent with the express provision therein that they shall be elected for a term of one year. Your by-laws provides, thus: "SECTION 1. Elections . The members of the Executive Board shall be elected by the authorized representatives of the regular member associations of the PSSC (Art. V. Sec. 1) in good standing at its annual meeting and shall hold office for one (1) year and until their successors are duly elected and qualified to be held within the first two weeks of December of each year. Members of the Board are to be elected in a staggered basis with an annual turn over of one-half of the membership . The term of office for the newly elected members of the Executive Board will commence on January 1st following their election. They shall be elected for a term of one year and shall not be eligible for immediate reelection. (as amended on Dec. 10, 1977) (emphasis supplied) Ultimately, therefore, the term of office of the Board of your corporation is two years with an annual turnover of one half of the membership as provided in the aforecited provision in your by-laws which is in conflict with the phrase in the same provision that the term of their office shall be one year. Thus, an inconsistency exists in the above-quoted provision of your by-laws. It is therefore, suggested that you send your authorized representative to this Commission for a conference with Atty. Lucila Decasa of our Corporate and legal Department to talk about the real intention of that association on the matter, and how to go about the amendment of your by-laws to make its provisions consistent. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman