Philippine College of Surgeons

April 1, 1981 Philippine College of Surgeons State Condominium IV, Room 207 Ortigas Avenue, Greenhills San Juan, Metro Manila Attention : Antonio A . Limson, M . D . Secretary Gentlemen: This has reference to your letter dated 3 March 1981 requesting the opinion of this Commission on whether or not three (3) members of your Board of Regents can be elected by regions, i.e. the members in Mindanao, Visayas and far points of Luzon will elect independently and separately three directors to represent them in the Board. cdll Pertinent to your query is Section 24 of the Corporate Code of the Philippines which we partly quote hereunder: "At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy ,the owners of the majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote ".(Emphasis supplied) The abovequoted provision clearly states that for the election of the members of the Board of Directors of a non-stock corporation, at least a majority of all the members entitled to vote must be present at the meeting held for the purpose. Under your proposed procedure of election, this requirement will not be complied with. In view thereof, this Commission is of the opinion that the corporation cannot adopt the aforesaid method of electing the members of its board of directors. LibLex Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department