UST High School Alumni Association, Inc.

September 22, 1982 UST High School Alumni Association, Inc. Espaa Ext.,Metro Manila Attention : Miss Annie U . Abeto Gentlemen: This has reference to your letter dated April 15, 1982 wherein you have posed the following queries: 1. Whether UST High School Alumni Association, Inc. may increase the number of directors therein from eleven (11) to fourteen (14);and llcd 2. Whether members of UST Administration, who are not alumni of UST High School, may be elected as directors. Your first query is answered in the affirmative, provided, that the increase in number of directors is approved by the vote of 2/3 of the members entitled to vote and majority of the Board of Directors at a regular or special meeting duly called for the purpose. In this connection, you have to file with this Commission your amended articles of incorporation which must be a true copy of the original articles of incorporation, except that the portion being amended, which in your case is Article VI, and the directors' certificate, signed and sworn to by the majority of the directors, certifying to the effect that the amendment was approved by the requisite vote of the members of the association and board of directors thereof. The filing fee of the aforesaid amended articles of incorporation is P52.00. Please be advised, further, that the amendment heretofore mentioned shall take effect upon its approval by the Commission or from the date of filing with the Commission if not acted upon within six (6) months from the date of filing for a cause not attributed to the corporation. Anent your second query, Section 92 of the Corporation Code provides: LexLib "xxx xxx xxx No person shall be elected as trustee unless he is a member of the corporation ...." (emphasis supplied) It is clear from the aforecited provision of law that the basic qualification of a candidate for director is membership in the corporation. Corollary thereto, Section 1, Article IV of the by-laws of that association provides for the following qualification of the members thereof: "...All graduate of UST High School may become a member." Accordingly, only graduates of UST High School, who are members of the UST High School Alumni Association, Inc. may be nominated and elected as directors of that association. Your second query, therefore, is answered in the negative. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner