St. Paul School Makati

January 21, 1986 St. Paul School Makati Parents Association, Inc. St. Paul School P. Burgos, Makati Metro Manila Attention : Dra . Celerina V . Papa-Malinit Madam: This refers to your letter, dated November 18, 1985, requesting the opinion of this Commission on whether the Head of School of St. Paul School Makati, a private, non-stock educational institution, can validly administer the oath of office of the duly elected officers and directors of St. Paul School Makati Parents Association, Inc. for purposes of qualifying them to discharge the functions of their office. Likewise, you would like to be informed of the requirements imposed by this Commission before the duly elected members of the Board of Directors and corporate officers of your association may assume the functions of their respective offices. Relative thereto, quoted hereunder is the legal jurisprudence on the matter: "If required by statute, officers must take an oath of office. A statute or the charter of a corporation may require officers to take an oath to perform faithfully their duties, and in such a case, until they have taken the oath, they are not de jure officers." 2 Fletcher, Cyc.,Corp.,(1969 Rev. Vol.) sec 315, p. 102. Our Corporation Code, however, does not require the taking of an oath of office to qualify the elected directors and officers. Neither is there any provision in your articles of incorporation nor by-laws requiring the elected directors and officers to take an oath of office. Thus, in a case, the court ruled: "In the absence of statute or by-laws, corporate secretary is under no legal obligation to execute an oath of office as a condition precedent to the assumption of his secretarial duties".(Hunt v. Ketell, 197 Ore 659, 253 p 2d 272, cited in Fletcher, Supra.,sec. 315, p. 102). Election alone, however, does not make the person elected, a director but there must be an acceptance, either express or implied, although he is rebuttably presumed to accept upon notification. (Fletcher, sec. 314, p. 101, citing Christ v. Lake Erie Distributors, Inc.,51 Misc. 2d 811, 273 NYS2d 878).If a person enters upon the duties of an office after his election or appointment, it is sufficient acceptance. (Fletcher, Supra.) Considering the foregoing, the elected directors and officers of the association are under no legal obligation to take an oath of office. Oath of office constitutes no part of the office itself. However, we shall not interpose any objection should you desire to take an oath for ceremonial purposes. In such a case, the Head of Office of St. Paul School Makati may validly administer the oath of office of the duly elected directors and officers of the Association. This Commission does not impose any requirement before duly elected directors and officers of private corporations may assume the functions of their respective offices. In the absence of any qualifications as may be prescribed in the charter or by-laws of the corporation, the acceptance of office of the duly elected directors and officers will suffice. Please be advised accordingly. LexLib Very truly yours, (SGD.) MANUEL G. ABELLO Chairman