Atty. Leven S. Puno

August 6, 1986 Atty. Leven S. Puno c/o The Family Planning Organization of the Philippines, Inc. 336 Roosevelt Avenue 2nd Floor, San Francisco del Monte Quezon City Sir : This is in connection with your letter dated April 17, 1986 and our conference in this Commission on July 23, 1986 wherein you are requesting the interpretation of certain provisions of the present by-laws of the Family Planning Organization of the Philippines, Inc. to wit: llcd "ARTICLE IV Governing Board xxx xxx xxx SECTION 3. Composition . The Governing Board shall be composed of fifteen (15) members, nine (9) of whom shall come from Luzon, three (3) from Visayas, three (3) from Mindanao, and co-opted members who shall be elected by the elective Governing Board members, provided the number of co-opted members shall not be more than three (3). xxx xxx xxx SECTION 5. Term of Office . Members of the Governing Board shall be elected on a staggered term of three (3) years. No Governing Board member shall serve more than two (2) consecutive terms but shall be eligible for election only after the lapse of two (2) years ; provided that co-opted members shall serve a term of one (1) year. The terms of office of Governing Board members and corporate officers shall commence on the first day of January following their election. You claim in your letter that during the elections for the Governing Board on November 28, 1981, Atty. Alberto D. Drilon was elected for a term of one (1) year. When this expired in 1982, he was elected for another three (3) years. In 1985, he was elected again for three (3) years or until 1988. In other words, he was elected as board member for three (3) consecutive times. Likewise, Mrs. Clio Brion-Zabala was elected as board member on November 28, 1981, for a term of two (2) years. When the same expired in 1983, she was again elected for a term of three (3) years. In other words, she has already served the board twice. Your query is: Will Mrs. Clio Brion-Zabala be eligible to run for another term as board member at the forthcoming elections on November 1, 1986. Or is she disqualified under the specific provision of the by-laws above-quoted which states that: " No governing board member shall serve more than two (2) consecutive terms but shall be eligible for election only after the lapse of two (2) years ". It appears that when the above directors were elected on November 28, 1981, the by-laws approved on November 17, 1981 provided as follows: "ARTICLE IV Governing Board xxx xxx xxx SECTION 5. Terms of Office . Members of the Governing Board shall be elected on staggered terms based on the number of votes received per area as follows: Five (5) members shall serve for a term of three (3) years; Five (5) members for two (2) years and the remaining five (5) for one (1) year. Subsequently, only five (5) members shall be elected yearly for a term of three (3) years. No governing Board shall serve more than two (2) consecutive terms but shall be eligible for election after two (2) years . The above provisions explain how it came about that some of the board members had served for one (1) year and two (2) years, respectively, and not the period of three (3) years as provided in your present by-laws which we mentioned earlier. Consequently, this led to the interpretation that for the restriction to apply, a board member must have served a full three (3)-year-term. Your query is answered in the negative. The provisions of the by-laws approved on November 17, 1981 are clear and need no further interpretation. It did not distinguish whether a board member should have served for a period of one (1), two (2), or three (3) years for the restriction to apply. To allow a person to serve for more than two (2) consecutive terms will run counter to the specific provision of the by-laws and therefore, should not be countenanced. Provisions of the by-laws must be complied with because to do otherwise would run contrary to the basic tenet that the by-laws of the corporation is a rule for the government of the corporation and the stockholders or members in the conduct and management of its affairs. ( SEC Ltr. dated March 1, 1976 ). Please be advised accordingly. LexLib Very truly yours, (SGD.) JULIO A. SULIT, JR. Acting Chairman