Mr. Frisco A. Afos, Sr.

February 16, 1988 Mr. Frisco A. Afos, Sr. Philippine Veterans Legion Legion Homes Bldg.,PVAO Compound Arroceros St.,Manila Sir : This refers to your letter, dated February 9, 1988, requesting for opinion on whether members of the National Directorate of the Philippine Veterans Legion can be replaced by the National Directorate based on its own approved Resolution which reads: prLL "Resolved as it is hereby resolve, that three consecutive absences of members of the National Directorate during regular monthly meetings without justifiable cause shall be a cause for his or their replacements." In connection therewith, please be informed that "the Board of Directors has no inherent power to remove one of its number." ( SEC Opinion dated September 5, 1979 addressed to Mr. Ramon G. Hechanova , citing Bruch v. National Guarantee Credit Corp. 13 Del Ch. 1801). Neither can the Board replace the vacancy in the Board by removal effected by the members of the corporation. This well settled doctrine is embodied in the Corporation Code, which explicitly provides: "SECTION 28. Removal of director or trustees . Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation ,by a vote of two-thirds (2/3) of the members entitled to vote : Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of the corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as the intention to propose such removal, must be given by publication or by written notice as prescribed in this Code. The vacancy resulting from removal pursuant to this section may be filled by election at the same meeting without further notice, or at any special meeting called for the purpose, after giving notice as prescribed in this Code . Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code." (emphasis supplied) llcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman