Mr. Teofilo S. Sison

June 7, 1985 Mr. Teofilo S. Sison 2-A, Rizal Avenue, Malasiqui, Pangasinan Sir : This has reference to your letter dated May 21, 1985 requesting the opinion of this Commission on the query posed therein. It appears that you were elected by the stockholders as auditor of the Malasiqui Agno Valley College, Inc. at the annual meeting held on August 19, 1984. As such, you used to attend the meetings of the board of directors on the ground that it is part of your responsibility to know board policies and decisions affecting the corporation. Lately, however, you claim that you received a letter from the board advising you that you can attend their meeting only if invited by it. Your query is: Can the board legally do this? In this connection, your attention is invited to Section 5, Article VII of the amended by-laws of that corporation which provides: "For purposes of internal check, the corporation shall have an auditor who will be elected by the stockholders and who shall not be a member of the board of trustees . . . ." Under this provision, it is clear that the auditor is not considered as a member of the board and if your presence was allowed in previous board meetings, the same was only upon tolerance by said body. Your query is, therefore, answered in the affirmative. cdlex Please be guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner