Eusebio S. Garcia and UP Medicine '36 Foundation, Inc.

March 13, 1987 Eusebio S. Garcia and UP Medicine '36 Foundation, Inc. Manila Doctors' Hospital United Nations Ave.,Manila Gentlemen: This relates to your letter of March 10, 1987, requesting the opinion of this Commission as to what constitutes a quorum of the board of directors of Eusebio S. Garcia and U.P. Medicine '36 Foundation, Inc. cdll We wish to call your attention to the provisions of Article VII of the Articles of Incorporation of subject Foundation fixing the number of members of the board of trustees thereof to nine (9).This will, therefore, correct your impression that the Board is composed only of seven (7) trustees. Your attention is likewise invited to the provisions of Section 25 of the Corporation Code which reads thus: "SECTION 25. Corporate officers, quorum . xxx xxx xxx Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board. xxx xxx xxx." A perusal of the articles of incorporation and by-laws of that Foundation fails to show any provision fixing the number of trustees necessary to constitute a quorum. Consequently, the quorum prescribed by the above quoted law shall apply, which is a majority of the number of your trustees. It is well settled that a majority means a majority of the whole number of the trustees and a quorum remains the same even though there may be vacancies. (Cirrincione v. Polizzi, 14 App. Div. 2d. 281, 220 NYS 2d 741, citing 2 Fletcher Cyc. Corps.,sec. 421) As the Commission resolved in a previous opinion, the formula in determining the "majority of the number of directors" as fixed in the articles of incorporation would be one-half plus one of the number of directors as fixed in the articles. ( Letter to Asian Brothers Corporation, dated February 20, 1987 ).'Thus, the majority of nine (9) trustees is five (5). LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner