Atty. Jose V. Marcella

April 4, 1991 Atty. Jose V. Marcella Saw, Dugenia, Marcella & Associates 240-242 Rizal Ave. Ext. Caloocan City S i r : This refers to your letter of March 21, 1991 requesting opinion on the queries posed therein. cdlex As stated, you intend to organized a non-stock civil association to be composed of 300-500 members. Your queries are: 1. Whether the proposed association can have no less than fifty (50) board of trustees whose term of office shall be limited to only one (1) year for all trustees and the election of new trustees to be held every year or annually. 2. In case no election is held, whether the incumbent trustees may continue as such in a hold-over capacity. Relative to your first query, the pertinent provision of the Corporation Code provides: "SECTION 92. Election and term of trustees . Unless otherwise provided in the articles of incorporation or the by-laws, the board of trustees of non-stock corporation, which may be more than fifteen (15) in number as may be fixed in the articles of incorporation or by-laws ,shall, as soon as organized, so classify themselves that the term of office of one-third (1/3) of their number shall expire every year, and subsequent elections of trustees comprising one-third (1/3) of the board of trustees shall be held annually and trustees so elected shall have a term of three (3) years. .." From the above provision, it is clear that non-stock corporation may provide for more than fifteen (15) members of the board of trustees/directors. Your query is therefore answered in the affirmative. Anent your second query, the general rule is that, there must be an annual election of directors .However, in case of failure of the corporation to hold on election due to justifiable reasons , the incumbent board may hold over their office until their successors are duly elected and qualified. This hold-over principle is sanctioned under Section 23 of the Corporation Code which provides that the Board of Directors "shall hold office for one (1) year and until their successors are elected and qualified." It has to be emphasized that hold-over is a situation that arises only when no successor is elected in which case the incumbent holds over and continuous the function until another officer is chosen and qualified. prcd Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner