Ms. Ma. Rosario Q. Franco

February 27, 1992 Ms. Ma. Rosario Q. Franco Philippine Exporters Foundation International Trade Center Sen. Gil Puyat Avenue cor. Roxas Blvd. 1300 Pasay City M a d a m : This refers to your letter dated February 21, 1992 requesting opinion on the legality of the following proposed amendments to the By-Laws of the Philippine Exporters Foundation, Inc. 1. Conversion of the designation of "President" into a "Managing Director" and allowing him to become an "ex-officio" member of the Board, making the position appointive instead of being elected. 2. Can the above Managing Director be the Chief Executive Officer of the Foundation? Section 25 of the Corporation Code, quoted in part hereunder, expressly requires a position of a president and prescribes that the person occupying such position must be an elected director. "Immediately after their election ,the directors of a corporation must formally organize by the election of a president ,who must be a director ...." (Emphasis supplied) Moreover, the status of an "ex-officio" member of the Board is only an honorary member without voting rights whose role would only be to act as adviser during Board meetings. In view of the foregoing, the abovementioned proposals are not legally feasible. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman