Government Association of Certified Public Accountants

December 12, 1984 Government Association of Certified Public Accountants (GACPA) Room 1104, BIR National Office Building Government Center, Diliman, Quezon City Metro Manila Attention : Mr . Luis C . Liwanag II (National President) Gentlemen: This refers to your letter dated November 29, 1984 requesting for the rulings of the Commission on the queries posed therein. It appears that since 1976, through oversight or inadvertence, the election for the Board of directors of your corporation has been held on December of each year not on the month of May as provided for in the by-laws. Thus, to clear the matter, the GACPA Board, upon the advise of the GACPA Advisory Council, submitted the following queries: 1. May the incumbent Officers and Directors who were elected for one year term ending December 31, 1984 continue in holdover capacity in their positions until their successors shall have been duly elected and qualified on May 1985, the month of the annual membership meetings for election as provided under the GACPA By-laws? 2. What is the effect of the holding of an election on the date other than that which is provided under the by-laws, assuming that the election will be held on December 1984? Relative thereto, Section 23 of the Corporation Code partly provides, to wit: "SECTION 23. The board of directors or trustees . Unless otherwise provided in this Code, the corporate powers of all 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 stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified .(emphasis supplied). xxx xxx xxx From the phrase "and until their successors are elected and qualified",it is quite clear that the incumbent officers and directors may continue themselves in office until the next annual meeting on May 1985. Your first query is, therefore, answered in the affirmative. As to your second query, the general rule is that the Board of Directors cannot change the date of the annual meeting prescribed for in the by-laws unless the reason for the change is justifiable and proper notice is given to all the members. The corporation is therefore advised to hold its annual election on the date fixed in the by-laws. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman