Mr. Pedro B. Adriatico

December 18, 1980 Mr. Pedro B. Adriatico St. John High School San Juan, Abra Sir : This refers to your letter dated 24 June 1980 with queries regarding incorporators of corporations which are answered hereunder in the order they were presented: 1. Incorporators are those members or stockholders, or both, mentioned in the articles of incorporation as originally forming and composing the corporation. For stock corporations, an incorporator, whether or not he becomes a director, remains a stockholder as long as he holds a share of stock, while in non-stock corporations, an incorporating member continues to be a member unless he voluntarily resigns or is removed in accordance with the articles of incorporation or by-laws of the corporation. 2. Based on the foregoing, the initial members of the board of directors remain members of the corporation after and in spite of the election of a new board. 3. For obvious reason, your third query is answered in the affirmative. If your by-laws provide that no member in the government service can be elected to the board of directors, members working as teachers in government schools are covered by the said prohibition. 4. As to your last query, please note that any corporate or directors' meeting conducted in accordance with the statutes and the by-laws of the corporation is deemed properly and legally held. Meetings do not require the presence of a legal counselor in order to be valid and legal, more so if a quorum already exists. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department