Multinational Village Tricycle

May 15, 1992 Multinational Village Tricycle Operator and Drivers Association, Inc. c/o Reynaldo Aniage Zone 7 San Agustin, Paraaque, Metro Manila Gentlemen: This refers to your letter of April 8, 1992 requesting opinion on the query posed therein. cdlex As stated, prior to the registration of your Association on February 12, 1992, an election of directors and officers was held. After registration, a certain group elected a new set of directors and officers on April 5, 1992. Your query is, whether there should still be another election on May 25, 1992, the date of annual meeting of the Association as provided for in its by-laws. Section 14 (7) of the Corporation Code provides that the incorporating directors "shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified". It can be construed therefrom that the incorporating directors are intended to be changed by the regular directors elected during the first organizational meeting of the corporation. Thus, if the meeting on April 5, 1992 was held to elect the first regular Board of Directors and was held in accordance with Section 23 of the Corporation Code, you need not hold another meeting on May 25, 1992 to elect a new board. The date of annual meeting fixed in Article I Section 1 of your By-laws (May 25) is intended for the annual election of the Board of Directors of which the Association is bound to observe starting next year. As a general rule where the By-laws provide for the time of holding an annual meeting for the election of directors, the same should be held at the regular appointed time. Please be advised accordingly. cdll Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman