Pio O. Dizon

December 18, 1980 Pio O. Dizon Camiling, Tarlac Sir : With reference to your letter-query dated August 1, 1980, the following answers are hereby advanced: LibLex 1. Are stockholders holding administrative positions in schools or colleges allowed to becomes members of the Board of Trustees of said schools? Yes, except if there is an express provision in the articles of incorporation or by-laws of the educational institution and existing rules and regulations of the Ministry of Education and Culture barring stockholders with administrative positions in its school to be elected as members of the Board of Trustees. 2. How often should the election of members of a Board of Trustees of schools be held? We have to distinguish whether the school is a stock or non-stock corporation. For institutions organized as stock corporations, election has to be held annually on the date specified in the by-laws since trustees, as provided in Section 23 of the Corporation Code, "shall hold office for one (1) year and until their successors are elected and qualified." For non-stock institutions where the number of trustees, if more than five (5) shall be in multiple of five, election shall be held annually for one-fifth (1/5) of their number. In both cases, election may be held anytime as provided in the by-laws to fill vacancies occurring before the expiration of a particular term in which case the trustee elected shall hold office only for the unexpired period. 3. Are proxies permitted in regular or special meetings or only during elections of board members? Proxies are allowed in all meetings of stockholders or members, as well as during election of board members in accordance with the first sentence of Section 24 and 58 of the Corporation Code, hereunder quoted: "SECTION 24. Election of directors or trustees . At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of the majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote." (emphasis supplied) "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members." (emphasis supplied) Please be guided accordingly. cdlex Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department