Dr. Blanquita Sabater Paredes, O.D.

September 5, 1984 Dr. Blanquita Sabater Paredes, O.D. Chairman Board of Optometry Professional Regulation Commission Manila M a d a m: This has reference to your letter dated August 27, 1984, requesting the opinion of this Commission on your query relative to the coming election of officers and directors of the Samahan Ng Optometrist sa Pilipinas, Inc., which was addressed to your office. cdlex You request for a ruling on the following: Whether the association's Commission on Elections can issue a ruling prohibiting any duly accredited member of the Association from running as President and/or any position in the association unless he or she shall have served as a member of the Board of Directors for one year? Sec. 47 of the Corporation Code provides, and we quote: "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 5. The qualifications, duties and compensation of directors or trustees, officers and employees; 6. . . . 7. The manner of election or appointment and the term of office of all officers other than directors or trustees;" Section 1 of Article II of the corporation's Amended By-Laws provides, and we quote: "SECTION 1. The affairs of the Association shall be governed by a Board of Directors, composed of fifteen (15) members who shall be elected from and among the members of the association in an annual meeting, . . . ." (Emphasis supplied) prcd Section 1 of Article III of the corporation's approved Amended By-Laws likewise provides: "SECTION 1. The offers of the association shall consist of a President, two Vice-Presidents, a Secretary, A Treasurer and an Auditor, all of whom shall be elected from among the directors." From the aforequoted provisions, it is clear that the members of the corporation shall elect the members of the Board. In turn, the members of the Board of Directors shall elect the officers of the corporation. Nowhere in said approved by-laws is the provision authorizing the corporation's Commission on Elections to issue a ruling prohibiting any duly accredited member of the association from running as President and/or any position in the association unless he or she have served as a member of the board of directors for one year. Considering that your approved by-laws do not provide for the same, the corporation's Commission on Elections cannot issue a ruling to that effect. Please be advised accordingly. LibLex Very truly yours, (SGD.) MANUEL G. ABELLO Chairman