Mr. Eleno L. dela Cruz

November 10, 1992 Mr. Eleno L. dela Cruz c/o College Faculty Club Agno Valley College Malasiqui, Pangasinan S i r : This refers to your letter dated October 22, 1992 requesting opinion on the following queries: 1. Can a former natural-born citizen of the Philippines who has acquired a naturalized citizenship from the United States of America sit as a member of the Board of Trustees of a school? 2. Can the same naturalized American citizen lawfully qualify and be elected as President/Chairman of the Board of Trustees? 3. If his election as member of the Board of Trustees and/or President/Chairman is contrary to law, what legal remedies should be taken? Membership in the Board of Directors of "educational institutions" is subject to the provisions of the Philippine Constitution, particularly Article XIV Section 4(2) thereof, quoted hereunder: "The control and administration of educational institutions shall be vested in citizens of the Philippines .(Emphasis supplied) Corollary thereto, Presidential Decree No. 176 issued on April 16, 1973, implementing Article XV Sec. 8(7) of the old Constitution, now Article XIV Section 4(2) of the 1986 Constitution, provides: "2. Control and Administration. The control and administration of all educational institutions already established or hereafter to be established in the Philippines shall be vested in citizens of the Philippines. Membership in the governing bodies or board of such educational institutions shall be limited to citizens of the Philippines .Appointments and designations to, and employment in, positions involving the exercise of administrative discretions in the management of such educational institutions shall likewise be limited to citizens of the Philippines ....(Emphasis supplied) Thus, pursuant to the aforecited provisions, foreigners are not allowed to become members of the Board of Directors/Trustees of "educational institutions".Neither can they be elected as President/Chairman of the Board. Furthermore, in firms engaged in wholly or partially nationalized activities, which include "educational institutions", aliens are barred from being appointed to management positions as officers pursuant to the ruling of the Department of Justice Re: Opinion No. 37, Series of 1976 and in accordance with the Anti-Dummy Law, as amended by P.D. 715, quoted hereunder: cdll SECTION 2-A. Any person, corporation, or association which having in its name or under its control, a right, franchise, privilege, property or business, the exercise or enjoyment of which is expressly reserved by the Constitution or the law to citizens of the Philippines or of any other specific country, or to corporations or associations at least sixty per centum of the capital of which is owned by such citizens , permits or allows the use, exploitation or enjoyment thereof by a person, corporation or association not possessing the requisites prescribed by the Constitution or the laws of the Philippines; or leases, or in any other way, transfers or conveys said right, franchise, privilege, property or business to a person, corporation or association not otherwise qualified under the Constitution, or the provisions of the existing laws; or in any manner permits or allows any person, not possessing the qualifications required by the Constitution, or existing laws to acquire, use, exploit or enjoyment of which are expressly reserved by the Constitution or existing laws to citizens of the Philippines or of any other specific country, to i ntervene in the management, operation, administration or control thereof, whether as an officer ,employee or laborer therein with or without remuneration except technical personnel whose employment may be specifically authorized by the Secretary of Justice, and any person who knowingly aids, assists or abets in the planning, consummation or perpetration of any of the acts herein above enumerated shall be punished by imprisonment for not less than five nor more than fifteen years and by a fine of not less than the value of the right, franchise or privilege enjoyed or acquired in violation of the provisions hereof but in no case less than five thousand pesos: Provided, however, That the president, managers or persons in charge of corporations, associations or partnerships violating the provisions of this section shall be criminally liable in view thereof: Provided, further, That any person, corporation, association shall, in addition to the penalty imposed therein, forfeit such right, franchise, privilege, and the property or business enjoyed or acquired in violation of the provision of this Act: And provided, finally, That the election of aliens as members of the board of directors or governing body of corporations or associations engaging in partially nationalized activities shall be allowed in proportion to their allowable participation or share in the capital of such entities." (Emphasis supplied) The above prohibition/restriction against foreigners applies to all persons who are not citizens of the Philippines, including natural-born citizens of the Philippines who have lost their Philippine citizenship by acquiring naturalized citizenship from the United States of America. Relative to your last query, there is no need to follow the procedure of removal required under the Corporation Code since, by operation of law, a foreigner is disqualified to act as Director or Trustee and/or Officer in "educational institutions". Hence, mere declaration of such disqualification is sufficient to remove him from office. Please be advised accordingly. LexLib Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman