Ms. Raquel Calma-Nakayama
SEC Opinion • Securities and Exchange Commission • Opinions • Dec 19, 1994
Full text
December 19, 1994 Ms. Raquel Calma-Nakayama Philippine Travels Agencies Association Suite 316 Secretariat Building, PICC, CCP Complex, Roxas, Blvd.,Manila M a d a m : This refers to your letter of December 14, 1994 requesting clarification on the legality of the position of an "ex-officio" member of the Board of Directors. The term "ex-officio" member of the Board means a person who becomes a director of the corporation because of his title to the office, not because of an election by the stockholders or members as required under the Corporation Code. Thus, the Commission on several occasions ruled that such position cannot be provided for in the by-laws. ( SEC Opinions dated August 24, 1962 , September 20, 1976 , October 29, 1985, September 1, 1987) However, the Commission allows, as an exception, a provision in the by-laws appointing an "ex-officio" member of the Board, provided there is an express provision that the appointee shall have no voting right. The status of an "ex-officio" member of the Board, therefore, is only an honorary member whose role would be to act as an adviser during Board meetings. LibLex Please be advised accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner
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