Atty. Nemesio B. Beltran, Jr.

May 24, 1989 Atty. Nemesio B. Beltran, Jr. South Wing, 4th Floor Office of Rep. Jose R. Zubiri, Jr. House of Representatives Diliman, Quezon City Sir : This refers to your letter, dated May 8, 1989, requesting for information on the query posed therein. LibLex You alleged that the Congressional Staff Association composed of the staff members of Congressmen, has been in existence since 1986 and is in the process of incorporation; that the members of the Board of Trustees have been elected by the respective floor constituents and not at large; that presently, there is a total of 25 directors or two directors representing each floor in the House of Representatives; and it was the consensus of the directors to maintain the present floor to floor system of election of board of directors to ensure proportionate representation in the board. Hence, you posed the following query: "Can the board of trustees of a non stock association be elected by floor representative members and not at large? Anent thereto, Section 24 of the Corporation Code provides in part as follows: "SECTION 24. Election of Directors or Trustees . 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 majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote .... The aforequoted provision of law provides that for the election of the members of the Board of a non-stock corporation, it is necessary that at least a majority of all the members entitled to vote must be present either in person or by proxy at the meeting held for the purpose . Likewise Section 47 of the same Code provides: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 7. The manner of election or appointment and the term of office of all officers other than directors or trustees .... In view of the foregoing, the association cannot adopt the proposed method of electing the members of the Board of Trustees such method being violative of the aforecited provisions of law. However, the Corporation Code has a separate provision relative the right of the members to vote on corporate matters. The law provides, thus: "SECTION 89. Right to Vote . The right of the members of any class or classes may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws .Unless so limited, broadened or denied, such member, regardless of class, shall be entitled to one vote".... From the foregoing provision, the articles of incorporation or the by-laws of a non-stock corporation may limit, broaden or even deny a member's right to vote. cdll Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman