Mr. Romeo G. Cordero
SEC Opinion • Securities and Exchange Commission • Opinions • Dec 1, 1998
Full text
December 1, 1998 Mr. Romeo G. Cordero 151 Gen. Malvar Ave. Caloocan City, Metro Manila S i r : This refers to your letter dated October 30, 1998, inquiring on who should elect the corporate officers. LLpr The pertinent provision of the Corporation Code applicable to "non-stock corporations" provides: SECTION 92. ... " Unless otherwise provided for in the articles of incorporation or the by-laws, officers of a non-stock corporation may be directly elected by the members ." (Emphasis supplied) It is clear from the foregoing that in the case of " non-stock corporations ", the provisions of the articles of incorporation or by-laws shall be followed, and if they are silent on the subject matter, the officers may be elected directly by the members. The above provision constitutes an exception to Section 25 of the Corporation Code which requires that the corporate officers shall be elected by the Board of Directors. Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner
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