Filipino-Indian Chamber of Commerce

September 2, 1991 Filipino-Indian Chamber of Commerce (Phil),Inc. Suite 501 Campus Rueda and Sons Bldg., 101 Urban Avenue, Makati, Metro Manila Attention : Mr . Pishoo B . Mahibubani President Gentlemen: This relates to your letter dated July 16, 1991, requesting opinion on the following queries: 1. Can a General Manager of a member firm, a corporation, who is not a stockholder thereof, be authorized by it to run for and hold elective position in the Chamber? llcd 2. Can a General Manager, an Indian, of a member firm, a sole proprietorship owned by a naturalized Filipino be authorized by its owner to represent the firm and run for and hold an elective position in the Chamber? The pertinent provisions of the Corporation Code provide: "SECTION 23. . . . . Unless otherwise provided in this Code, the Corporate powers of all the Corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stock, or where there is no stock from among the members of the corporation ,who shall hold office from one (1) year until their successor are elected and qualified. .... Trustees of non-stock corporations must be members thereof ....(Emphasis supplied) "SECTION 92. .... No person shall be elected as trustee unless he is a member of the corporation ....(Emphasis supplied) From the foregoing, it is clear that only members of the corporation can be elected to sit in the Board. Hence, to be eligible as director of the Chamber, a candidate should meet the qualifications for membership of the Chamber as prescribed under its By-laws. While under the by-laws of the Chamber, commercial or industrial establishments duly registered with the Department of Trade and Industry are qualified to be members of the Chamber, a corporation, being a juridical person is not qualified to occupy the position of a director. A corporation cannot attend personally to board meetings, but only through a representative. Hence, under such circumstance, whoever represents a corporation or any juridical person as a director is doing so in his capacity as proxy of the director. This is not allowed in this jurisdiction considering the well-established principle in corporation law that a director cannot be represented by a proxy. The pertinent provision of the Corporation Code provides thus: "SECTION 25. ... Directors or trustees cannot attend or vote by proxy at board meetings ." (Emphasis supplied) Accordingly, in the absence of an express provision in the by-laws stating that authorized representatives of juridical persons or corporate members are also considered as "members" of the Chamber for purposes of qualifying them to be elected as members of the Board, your queries are answered in the negative. However, in elective positions, other than that of the Board and President, which do not require membership in the Chamber and membership in the Board as qualification, they may be elected to such positions. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman