Mr. Jose Mar. Manglicmot, Sr.

September 19, 1988 Mr. Jose Mar. Manglicmot, Sr. c/o Araneta Alumni Association, Inc. Victoneta Park, Malabon Metro Manila Sir: This refers to your letter, dated August 26, 1988, requesting the opinion of this Commission on the query posed therein. The pertinent provisions of the new by-laws of Gregorio Araneta University Foundation, Inc. read as follows: "ARTICLE I. Members . SECTION 1. Membership . The corporation shall have ten (10) members, 3 of whom shall be designated by the Archbishop of Manila, 3 by Narciso Ramos and 3 by Salvador Araneta. An additional member shall be selected by the Board of Directors of the Alumni Association." "ARTICLE III. SECTION 2. The Archbishop of Manila, Narciso Ramos and Salvador Araneta are designated as Visitators of the Corporation. Narciso Ramos and Salvador Araneta shall have the power to appoint their respective successors who shall, in turn, have the power to appoint their own successors. ...Narciso Ramos has named his son, Fidel V. Ramos, as his successor. Salvador Araneta has likewise designated his daughter, Ms. Victoria Araneta-Concepcion, as his successor. A successor shall automatically become a Visitator with all the rights, duties and prerogatives thereunto appertaining, upon the death or permanent disability of his predecessor. ...." "ARTICLE IV. Board of Trustees . SECTION 2. ...The Board of Trustees shall consist of ten members, one of whom shall be the President of the Foundation, one (1) shall be a nominee of the Araneta Alumni Association and the eight (8) others being the members of the corporation who have been nominated by the Visitators and elected by the members. ..." Anent thereto, your query is: May a person not designated by the Visitators be elected by the Board of Trustees as President of the Foundation? As to qualification of a president, Section 25 of the Corporation Code prescribes as follows: "Immediately after their election, the directors of a corporation must be formally organized by the election of a president, who must be a director, ..." (emphasis supplied). Thus, under the law, the qualification of the President is that he must be a director or trustee. And, while the Corporation Code of the Philippines allows a private corporation to provide in its by-laws for the qualification of officers, a perusal of the new by-laws of Gregorio Araneta University Foundation, Inc. on file with this Commission fails to show any other qualification for the president other than that specified in Section 2, Article IV of the new by-laws reiterated as follows: "The Board of Trustees shall consist of ten (10) members, one of whom shall be the President of the Foundation. . . . ." In view of the foregoing, it is opined that any member of the board of trustees of Gregorio Araneta University Foundation, Inc. is qualified to assume the position of presidency of the Foundation provided that he is elected as such by the majority of all the members of the Board. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman