Pastelero Law Office

September 21, 1990 Pastelero Law Office Third Floor Universal Reinsurance Bldg. 106 Paseo de Roxas, Makati Metro Manila Gentlemen : In reply to your letter dated August 31, 1990 requesting information as to how the vacancy in the Board of Directors of MBA CONDOMINIUM OWNERS ASSOCIATION, INC. may be filled, we quote hereunder pertinent provisions of the Corporation Code of the Philippines and the by-laws of said corporation. "SECTION 29. Vacancies in the office of directors or trustees . Any vacancy occurring in the board of directors or trustees other than by removal by stockholders or members or by expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum ; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A director or trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office. . . .." (Corporation Code of the Philippines; Emphasis supplied) "SECTION 1. Composition, Election and Term of Office . ... In case of vacancy in the Board of Directors due to resignation or any other cause, the Board is empowered and authorized to designate from among the non-delinquent members of the corporation, a Director or Directors who shall serve as such until expiration of the term of the Director being replaced or until a successor has been elected and qualified . " ( Article III, By-laws; Emphasis supplied ) Considering, however, that the filling of vacancy by the Board of Directors is not made mandatory, the Board of Directors may opt to call a special meeting of the members for the purpose of electing a director to fill the vacancy. LibLex For your information and guidance. (SGD.) RODOLFO L. SAMARISTA Associate Commissioner