Mr. Blas S. Baldo

June 2, 1981 Mr. Blas S. Baldo c/o West Negros College Bacolod City P.O. Box 251 Dear Mr. Baldo : This has reference to your letter dated April 21, 1981 requesting opinion/clarification relative to the By-Laws provision of West Negros College which reads as follows: ARTICLE IV. Section 1 The business and property of the College shall be managed by a Board of eleven trustees who shall be stockholders, at least ten of whom shall be members of the Evangelical Church. These trustees shall be elected annually by the stockholders at their annual meeting for a term of one year. (As emended at a regular meeting of the stockholders held on January 2, 1951). cdlex It appears from your letter that the West Negros College (a stock educational institution) was organized by a group of Evangelical (Baptist) men and women, which accounts for the above-quoted by-law provision; that since then, the majority of the Board has been composed of Evangelical (Baptist) men and women; and that for the past ten years or more however, the stockholders have elected more than one Catholic and/or other faiths in the Board. You wish to know if by electing more than one member of the Board who are not members of the Evangelical church, you are operating contrary to the above-quoted provision of your By Laws and if in the affirmative, whether you can correct the same in the next stockholders' meeting in June by not allowing the election of more than one (1) non-member of the Evangelical church to the Board of Trustees. A perusal of the records of subject corporation on file with this Commission disclose that the By-Laws provision in question has not been amended and therefore, the same is binding upon all the stockholders of the corporation. Our answer to your first and second queries is therefore in the affirmative. However, if you wish to elect more than one (1) non-member of the Evangelical church to the Board of Trustees, the said by-law provision must be expanded accordingly by a majority vote of the Board of Trustees and by the stockholders owning or representing a majority of the outstanding capital stock of the corporation. LexLib In view of the foregoing, it is unnecessary to answer queries No. 3 and 4. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department