Atty. Waldo Q. Flores

March 14, 1991 Atty. Waldo Q. Flores Ocampo, Dizon & Domingo Suite 1901 Pacific Bank Makati Bldg.,Ayala Ave. Makati, Metro Manila S i r : This refers to your letter of February 22, 1991 requesting opinion whether VMC Farmers Association, Inc.,a non-stock, non-profit organization whose members are also stockholders of VMC Trading Corporation, can amend its By-laws prescribing a provision that the members of the Board of Directors of the latter corporation are disqualified to be elected as trustees of the former so as to give other members of the association the opportunity to serve in the Board. prcd The pertinent provision of the Corporation Code provides: "SECTION 47. Contents of the By-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws: xxx xxx xxx 5. The qualifications ,duties and compensation of directors or trustees ,officers and employees; xxx xxx xxx (Emphasis supplied) It is clear from the above-provision that a corporation may validly prescribe certain qualifications or disqualifications for directors or trustees. Accordingly, your query is answered in the affirmative subject, however, to compliance with the provisions of Section 48 of the Corporation Code. Very truly yours, (SGD.) ARMANDO Z. GONZALES Associate Commissioner