Atty. Nony M. Yulo

July 17, 1996 Atty. Nony M. Yulo Yulo Law Office Rm. 215 Cuenca-Gonzaga Bldg., San Juan St.,Bacolod City 6100 S i r : This refers to your letter dated June 24, 1996 requesting opinion on whether a legal counsel of a certain planters' association is also qualified to be a member of the Board of Directors of said association without having first to relinquish his position as a legal counsel or, can he continue as legal counsel at the same time a member of the Board of Directors. Under Section 25 of the Corporation Code, quoted in part hereunder, director/officer may serve in any other capacity; "xxx xxx xxx Any two (2) or more positions may be held concurrently by the same person ,except that no one shall act as president and secretary or as president and treasurer at the same time." (Emphasis supplied) On the basis of the foregoing a director may at the same time be the legal counsel of the association, unless otherwise prohibited in the corporate charter or by-laws. Take note, however, that "merely because an individual is appointed attorney to a company, without more ( sic ), he does not become an officer of the company. But the position of attorney is altered when he agrees to forego his ordinary right of refusing to take up any particular business offered to him, and agrees to do all the company work for a fixed salary, and either to take no fees or if he does to hand them over to the company." (SEC opinion addressed to Zamora Soller Baluyut & Mendoza, citing Fletcher, sec. 274) Further, under Sections 23 and 92 of the Corporation Code, to be eligible as director of a non-stock corporation, one must be a member of the association. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner