Mr. Jose Ma. B. Alikpala

July 31, 1996 Mr. Jose Ma. B. Alikpala 302 Gabriel III Building San Miguel Avenue, Ortigas Center Pasig City M.M. S i r : This refers to your letter dated July 5, 1996 requesting opinion on the queries posed therein summarized as follows: Whether or not representatives of corporate members comprising a local Chamber of Commerce can be elected to the Board of Directors and may the Chamber amend its By-laws such that where the member thereof is a corporation or juridical person, any person duly authorized thereby for the purpose may qualify and be elected to the Board notwithstanding that said individual is strictly speaking, not a member of the Chamber. While Sections 23 and 92 of the Corporation Code expressly provide that Directors or Trustees of non stock corporation must be members thereof, the Commission had occasions to the that in "stock corporation" beneficial ownership is not necessary for one to become a director, and the a person who holds the legal title to a stock on the books of the corporation ( qualifying shareholder ) is qualified although the beneficial ownership thereof may be in another. Hence, a trustee or qualifying shareholder may be eligible as director notwithstanding absence of beneficial interest in the stock. Thus, the Commission, in the case of a " condominium corporation " where all the members thereof are corporate members or juridical persons, previously ruled that an officer or duly authorized agent or trustee who has been designated by a corporate unit owner/member of a condominium corporation as its representative for the express purpose of qualifying him as director, may be eligible to be elected as director. ( Ltr. to Atty. Augusto B. Sunico dated April 16, 1991 Citing 2 Fletcher, Cyc. of Corps. 1982 rev. vol. sec. 300 at 93, citing Transamerica Corp. v. Parrington, 115 Cal. App. 2d 346, 252 P. 2d 385, 12 USC 72) The Commission also previously opined that the above principle may also be applied in the case of non-stock corporations whose membership consists of corporations, associations or juridical persons. While a corporation cannot act by itself being a juridical person, it can act through its officers or authorized agent or representative who has been duly designated in a Board Resolution. (Ltr. to Mr. Hans-Jachims Hanusch dtd. 5-12-95) Thus, the Articles of Incorporation or By-laws of a non-stock corporation may be amended to reflect therein a provision for the classification of members to include duly designated authorized representatives of juridical persons as members of the corporation, but only for purposes of qualifying them as members of the Board of Directors. cdlex Very truly yours, (SGD.) FE ELOISA C. GLORIA Director Corporate and Legal Department