Dr. Gloria D. Lacson

February 11, 1993 Dr. Gloria D. Lacson Wesleyan University - Philippines Cabanatuan City M a d a m : This refers to your letter of February 5, 1993 requesting opinion on the following queries: 1. Does the requirement that a president of a corporation be a member of the Board also hold true to a president of a non-stock corporation? 2. Can the situation wherein the present president of a non-stock corporation is merely an ex-officio or honorary member of the Board be rectified by electing him as member of the Board and President of the Corporation? Section 87 of the Corporation Code provides in part: "The provisions governing stock corporations, when pertinent, shall be applicable to non-stock corporations, except as may be covered by specific provisions of this Title." We, therefore, answer your first query in the affirmative. Relative to your second query, the Corporation Code provides: "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 SECTION 25. Corporate officer, quorum . Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director ...." (Emphasis supplied) The aforecited provisions prescribe the basic qualifications of a president that he must be a member and a duly elected director of the corporation. Thus, for as long as the above statutory requirements, as well as the qualifications provided for in the by-laws, if there is any, are complied with, your second query may be answered in the affirmative. Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman