Mrs. Shakuntala Vaswani

SEC OPINION Mrs. Shakuntala Vaswani Hindu Temple Inc. 1426 Mahatma Gandhi Street, Paco Manila Dear Mrs. Vaswani, This refers to your letter dated May 20, 2002 seeking confirmation of the proper procedure in filling the vacancies occurring in the board of trustees of Hindu Temple Inc. As correctly stated in your letter, the board of directors or trustees of a corporation shall hold office for such number of years as allowed under its by-laws and until their succession are duly elected and qualified. Section 23 of the Corporation Code supports this view. It provides thus: "Section 23. . . . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code, shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected . . . from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified. xxx xxx xxx." With respect to the vacancies now occurring in your board of trustees, we affirm your opinion that the special election which may be conducted by the corporation will only be for the vacant positions. In your case, since there are only six vacant seats in the board, then a special election may be conducted to elect six trustees. And the trustees so elected to fill the vacancies shall serve only for the unexpired term of their predecessors in office. Section 29 of the Corporation Code is explicit on this subject. Hence, on the basis of the information given in your letter, we find that the procedure which you will be undertaking is in accordance with law and the by-laws of your corporation. Very truly yours, (SGD.) BENITO A. CATARAN Director