Maharlika Village Islamic Foundation, Inc.

October 23, 1984 Maharlika Village Islamic Foundation, Inc. Maharlika Village, Taguig Metro Manila Attention : Leilah A . Xerez-Burgos Madam: This has reference to your letter dated October 6, 1984 requesting for interpretation of the provision of Article V of your by-laws which provides thus: "SECTION 1. Corporate Officers . Immediately after their election, the Trustees shall formally organize by the election from among themselves by the vote of a majority ,of a President, two (2) Vice Presidents, a Treasurer, and a Corporate Secretary, who shall all be Trustees." (Emphasis supplied). It is your contention that in the election of officers, all the fifteen (15) members of the board of trustees must be present and not just a simple majority or a greater number of the elected trustees. Hence, your query. The pertinent provision of the Corporation Code states: SECTION 25. Corporate Officers, quorum . ... The directors or trustees and officers to be elected shall perform the duties enjoined on them by law and by the by-laws of the corporation. Unless the articles of incorporation or by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board . xxx xxx xxx (Emphasis supplied) Under the above-quoted provision of the Corporation Code, the phrase in your by-laws stating " by the vote of a majority " should be interpreted to mean that in the election of the officers of the corporation, the required vote is a majority of the fifteen (15) members or eight (8) trustees thereof. In other words, eight (8) members of the board must cast their vote in favor of a candidate before he or she can be deemed elected. It is not necessary that all the fifteen (15) directors be present as long as the vote of eight (8) members, which is the majority of fifteen (15),is obtained. Please be advised accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner